Thomas & Equestria Girls: Welcome to Canterlot High
by LPFanFic
Summary: The Island of Sodor is in great danger once again. When magic from the railway disappears, it's up to Thomas and his Friends to find out where it's gone and restore peace to the Magic Railroad before chaos and confusion consumes the Island. This leads our hero to a world filled with magic, new friends, and a new form! They must find the magic, in a place called Canterlot High!
1. Chapter 1: A New Summer Begins!

**Here I go! The first chapter of a crossover I would've slapped my future self for trying to do had he told me that one day I'd be making it. It's a Thomas The Tank Engine and My Little Pony Crossover. Not just any crossover though; I've noticed skimming through other stories on Fanfic that a lot of them don't interact with or take place in the spin off universe Equestira Girls. Understandably so, from what I heard the franchise is looked down upon by the MLP community. But after watching the first film (curiosity sake) I realized there where aspects about it that appealed to me more than the main franchise did (don't kill me!). So I watched the sequels that came after it and I began actually thinking about how the Thomas universe would mix with this one, beginning to see why people like crossing over these two franchise. After watching the EG films enough to get a reasonably good idea on what the characters are like and doing a little research on some of the lore, I decided I wanted to turn my question into a reality and create this fanfic! This is my first ever Fanfic writing so of course it's going to look awful and unoriginal at this point to a large number of yous. Just bare with me when I say I'll try to deliver something that'll make you glad to have wasted however hours of your life reading this. Read on and enjoy!**

 **PS: aside from a few quick searches I did about what's important to know about MLP, I don't know anything about the show outside of EG. So I guess I'll leave it up to you which franchise I'm more familiar with when reading the story.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 1: A New Summer Begins**

The Island of Sodor is a wonderfully magical place, surrounded by a beautiful blue sea. It has fields of green and sandy yellow beaches. There are rivers, streams, and lots of trees where the birds sing. There are wind mills and a coal mine, and docks where visitors to the island arrive. The Island is the home of the North-Western Railway, with engines of all shapes and sizes, working hard to deliver goods and passengers to their destinations. There are branchlines that run along the coast of the island, serving the docks, the fishing villages and the seaside towns. There are branchlines that run to the farms, quarries and ancient castles of the island's heartland. And there is the mainline, which runs all the way from Knapford on the west coast of the island, to Vicarstown, in the east.

All of this is run by the Fat Controller himself, Sir Topham Hatt, who sees to it that all his engines are working their hardest to keep the railway running safely and on time. There are many different sorts of engines on Sir Topham Hatt's railway. Some are faster than others, some are slower, some are stronger, some not so much. But to Sir Topham Hatt, they all play a vital role in running the North-Western Railway. It matters not to The Fat Controller what type of engine he has, to him every single one of them are really useful in their own right. All of his engines work hard towards making his railway the best and most reliable locomotive system around.

One of these locomotives is Sir Topham Hatts number one engine, Thomas the Tank Engine! Thomas is a bright blue Tank Engine who runs on his own branchline, pulling passengers with his two coaches Annie & Clarabel.

One day, Thomas was pulling Annie and Clarabel through his branchline. Visitors from far away came to spend their vacation traveling around the island; exploring it's beautiful scenery and partaking in it's many attractions, including the local theme parks and carnivals that are open and running all summer. This kept Thomas very busy as he spends all day going backwards and forward between his branchline delivering passengers to different stations in different towns. Thomas loves his job, even though it can be a bit tiresome at times. Despite how busy he always is though, Thomas loves doing the work he has and knows that pulling passengers is what makes him a really useful engine. So, he persistently continues doing his job until its done no matter what.

* * *

That evening, Sir Topham Hatt came to visit his engines getting ready to rest in Tidmouth Sheds. Thomas didn't know why Sir Topham Hatt was visiting Tidmouth. This confused the other engines as well, who were all parking in their respective berths ready to call it a day.

"Good evening, everyone!" He greeted, cheerfully.

"Good evening, Sir! What brings you to Tidmouth Sheds?" Thomas asked.

"I'm glad you asked, Thomas. I have some very exciting news for you all. Now, I understand you've all been working rather tirelessly this whole summer what with the vacationers around us and what not."

In the distance, a flash of light and a clicking sound goes off as two vacationers, a father and his son, were taking photos of the engines resting in their shed.

"Hi, James," cried the little boy waving his hand at the red engine.

James smirked. "Did you hear that, everyone? They came all the way out here just to see me. Not that I'm surprised or anything."

Thomas rolls his eyes. The boy then called out to the rest of the engines.

"Hi Edward, Hi Percy, Hi Gordon and Henry, Hi Emily!"

With each hello, the engines blew their whistles in response and said hello back to the boy.

"Come on now, son," said the father. "Let's not bother the engines anymore then we have."

Before they leave, the little boy turned back around and cried out to one more engine.

"HI THOMAS!"

Thomas blew his whistle and chuckled. "Hello! Enjoy the rest of your visit!"

"Now, where was I?" continued Sir Topham Hatt after waving back at the visitors. "Ah, yes! I understand this time of year can be a bit exhausting to some of you. This has been the first time in forever that Sodor has had these many visitors since it's peak back when the railway first opened. Work has taken its toll on some of you true, but as a fully operational railway system, it's expected that you'd all be working at your finest. That being said, I've decided to switch things up a bit!"

"What do you mean, Sir?" Emily asked.

"I mean, that I've just come up with a new, special event to make our summer more exciting for you all. I'm going to be handing out different jobs to other engines."

"WHAT?!" uttered Gordon.

Sir Topham Hatt chuckled, "Don't worry, Gordon. You'll still be pulling the Express."

Gordon sighed in relief.

"However, other engines will need help pulling the Express as well. So many visitors mean more coaches are in demand, and more passenger coaches means more engines in need to pull them."

"Does that mean?" Henry started.

"It means," He finished. "We need more big engines to carry passenger coaches again."

The Engines beamed with excitement, all except Gordon, as they listened to Sir Topham Hatt carry on with his proposition. The idea made them all happy. The Engines were going to be getting different jobs to do.

"Each day for the rest of the summer, we'll be switching around jobs for other engines. Giving them a break from their regular routine work for something refreshing, new and exciting."

"But, what if we don't know how to do a different job, Sir?" Percy asked.

"That's why I'll be having engines like Gordon keep theirs." He faced Gordon, "You'll be showing engines here how to pull the Express when it's their time to help out."

"If you ask me, Sir, that just sounds like a waste of my time and talent," Gordon said.

"Oh nonsense. Think about it. You'll be teaching other engines how to be fast and strong just like you are; contributing skills that will be useful should they ever need them."

"Huh," Gordon boasted. "I'm all the fast and strong this railway needs to pull the Express. No engine can do the job better than I can. And I highly doubt they'll catch on as quickly. So, asking me to teach others how to be as strong and really useful sounds like a waste of time."

"I think it's a wonderful Idea!" Emily said, "I've rarely ever had the chance to pull the Express. Maybe this time I'll finally get to!"

"That's the spirit, Emily!" Sir Topham Hatt said, rocking his arm.

"Does this mean I can take a break from pulling passengers all day, Sir?" Thomas asked.

"It does indeed, Thomas. Now, I know I've already given you all jobs to do this summer, and working outside your comfort zone will be a new challenge for you, but this will greatly benefit every engine to try new things, enjoy the summer fun, and even have a rest once in a while. Most importantly though, this doesn't change the fact that each engine, whatever they end up doing, is still expected to get the job done right on time."

The other engines were starting to love Sir Topham Hatt's idea even more. Though they do get different jobs on a semi regular basis, after almost a whole summer of doing the same thing over and over again, a nice change of pace, scenery, variety, and the thought of actually taking more breaks was what the engines needed to truly make this a summer worth working for. Sir Topham Hatt was feeling just as excited.

"I don't know why this summer has me in such generous mood lately, but after thinking it over, I just knew I had to reward my engines for doing such a splendid job running my railway. Now, who's ready for a new summer start?!" Sir Topham Hatt called out.

The engines all blew their whistles in excitement.

"I'll take that as a definite yes," Sir Topham Hatt beamed. "Starting tomorrow, I'll be handing out your new jobs first thing in the morning."

Sir Topham Hatt then walks back to his car to go home while waving back at the engines.

"Have a good rest everyone."

"Good night, Sir!" The engines replied.

* * *

The Engines all were discussing what their new jobs could possibly be tomorrow, throwing out guesses and assumptions, all eager to know what they might get.

"I can't believe we'll be getting completely different jobs," Thomas said to Percy.

"Me neither!" Percy said. "Though I am a bit scared I won't be good enough with whatever I get, the thought of it is still exciting."

Edward chimed in. "By tomorrow, anyone of us may be lucky enough to get something we've always wanted to do, even pull the Express."

"I just know Sir Topham Hatt will have me pull more coaches than trucks," James said. "Once he sees how really good I am at it, that's all the work he'll have me do."

"The point of switching jobs is not doing the same ones everyday, James," Emily said.

"Oh. I do enjoy pulling the Express," Henry said. "I had such a fun time before. Now I might get to pull them again."

Gordon interrupted "Don't hold your breath. Like Sir said, you're getting random jobs each day; not permanent ones."

"Easy for you to say," James fired. "You get to keep your job."

"That's because Sir Topham Hatt knows I'm the only engine on this island that can pull the Express perfectly. Why he needs other engines to pull more passengers is insulting to my capabilities."

"What are cat-a-billy-tees?" Percy asked Thomas.

"Capabilities silly, it means you're really good at what you do. I think," Thomas responded.

"Ooohh."

While the other engines boasted amongst each other, Thomas and Percy continued talking to each other about what jobs they might get tomorrow. Thomas and Percy have always been the best of friends on Sodor. They do everything great together; working, shunting, even playing cheeky tricks on other engines and laughing about silly things. Though they didn't always get along, like the time when Thomas accused Percy of accidentally dumping coal on top of him, delaying his train and ruining his bright blue paint; the time Percy tricked Thomas into thinking his ghost story was real and when Thomas made fun of him for being a wholly bear because of it. But in the end, they've always found ways to get along and go back to being friends again. Thomas is one of the few engines on Sodor Percy feels happy to talk with about what he likes, what he's afraid of, what he's excited for and so on. Percy was happy even now talking with Thomas because he knows he can trust his friend, and Thomas can trust Percy to tell each other anything.

"What job do you think you'll get tomorrow, Thomas?" Percy asked.

"I don't know, Percy. It could be anything. I could pull the Mail Train again, a special delivery, or the Flying Kipper!"

"You'd really pull the Flying Kipper?"

Thomas chuckled, "Okay, maybe not that. But like Sir Topham Hatt said, any job can be given out to any of us. I'm just trying to keep my mind open to the possibilities."

"Well, I noticed you didn't mention any freight trains on your list of possum-Billy-tees," Percy remarked, cheekily.

"Nobody wants to end up pulling boring old trucks, especially considering how much trouble they are."

"Edward wouldn't have a problem. He's been on this island longer than any of us. He's probably pulled all sorts of trains. It doesn't matter what he's doing, as long as he's really useful doing it."

The two engines look over at Edward talking to Henry and the others.

"Besides," Thomas continued. "I can't be the only one thinking we're getting a special job tomorrow."

"You're right. Now I'm starting to wonder the same." Percy gasped excitedly and grinned, "Maybe I'll be pulling the Duke and Duchess to and from the Mainland!"

Thomas and Percy looked at each other for a good second or so before sharing a good laugh over both their expectations.

"Oh Percy!" Thomas chuckled. "You know that's not a job Sir Topham Hatt can give you."

Percy chuckled as well. "I know, Thomas. But It's still fun to think about."

"Yeah, I guess it is," Thomas smiled. "I mean, just Imagine going across to the Mainland. A place somewhere different, somewhere far, somewhere where no one knows your name and a chance to make new friends. Maybe, If I can have one special job, one that'll give me just that, I would absolutely take it!"

Percy sighed, happily. "Me too."

Both him and Thomas watched the sun setting in the distance, ending on a perfect night to a hard day's work. They thought about being on the mainland some more and what possibilities lie there.

"Although," Percy started, "We did do something similar during the Great Railway Show. We even got a chance to see most of the Mainland on the way."

"I wish I could see all of it one day, maybe even somewhere better." Then Thomas thought of an Idea, "In fact, I know where I might go if Sir Topham Hatt let's me have a break day!"

Percy was confused, "What do you mean?"

"Never mind, Percy. I'll tell you in the morning."

"Aw, but I want to know now."

"Know what?" Emily asked.

The two friends looked over to Emily, looking back at them curiously. Thomas chuckled awkwardly.

"Um, Percy just wanted to know what jobs we might be getting tomorrow."

"Oh," she paused, then whispered to the two engines. "I still think I might pull the Express."

"Not. A. Chance!" Gordon boomed.

The three engines then chuckled to each other. They all had their own expectations and were having fun hearing about it. They could very well end up with what they wanted, or something else too. Either way, everyone was just having fun speculating.

"Well, we won't know until tomorrow," Thomas stated.

"That's right." Emily yawned, "I think it's time we start getting some shut eye. We should be well rested for tomorrow."

"Good Idea," Edward overhears. "I'm going to sleep now too. Good night everyone!"

All the engines said their good nights as they drifted off to sleep.

"Good night, Thomas," Percy said.

"Good night, Percy," Thomas said.

He gave one last long look at the moon before the weight of his eyes shutting gave away and began to slip into a comforting sleep, knowing full well the details of the plan he hopes to set in motion during their new summer shift.

'I hope Sir Topham Hatt will give me a break day soon,' Thomas thought to himself, 'because I'm going to visit the Magic Railroad.'

* * *

 **To Be Continued.**


	2. Chapter 2: A New Source of Magic!

**Get ready everyone, cause it's likely going to go downhill from here! So as it turns out it's a lot harder to write for a franchise I only recently started familiarizing myself with. When conceptualizing this crossover, I didn't take into account how I was going to write the characters from Equestria Girls. What I'm trying to do is stay fateful to the movies tone and how they're portrayed in it. If anything, though, I feel like I'm butchering it so far. But at the same time, I feel like I've done good enough. I know I can't quite copy exactly how they're written in the films; so there's this middle ground to meet where I can't take what I've seen from the movies and translate it to text the way I want it to appear, and convincing myself that I can be doing absolutely a lot better. It is a Fanfiction after all so maybe I shouldn't stress myself. In this chapter we're introduced to the cast of Equestria Girls, establishing events that happened prior, and more story set ups. Let me know if there's anything I should consider when writing the EG Characters. Read on and Enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 2: A New Source of Magic!**

Equestria! A place filled with mysterious and wondrous magic. It is a kingdom inhabited by magical ponies and other talking creatures, such as griffons, dragons, and many other animals and strange beings. Equestria is co-ruled by Princess Celestia and Princess Luna, who reside in a palace at the capital city of Canterlot. All ponies play a part in spreading harmony through out the land, possessing unique and special talents that set them a part from one another, but at the same time are connected through the magic of friendship. While Equestria is a very peaceful kingdom, there are magical creatures who use their abilities to instill chaos and disharmony. These attempts are prevented by Twilight Sparkle, an Alicorn Princess of Friendship studying under Celestia's wing, and her pony friends the Mane 6; usually with the power embedded in the Elements of Harmony. The Elements are six supernatural artifacts representing subjective, elemental aspects of harmony and friendship. They can only be activated if the wielder possesses the corresponding trait and if all six are used in conjunction. Twilight and her friends have wielded them on rare occasions, particularly during events marked by danger and anarchy as a last resort to restore and enforce peace and order.

One time, Twilight Sparkle visited a place mirroring a world very much like her home Equestria, only in a completely different light. Instead of being ponies, they were humans, living in an ordinary looking land similar to our own. Twilight was sent to this strange world to retrieve an artifact possessing an Element of Harmony. A crown known as the Element of Magic, which was stolen by Celetia's former pupil Sunset Shimmer. While there, Twilight met and befriended counterparts of her pony friends. With their help, Twilight was able to find and retrieve the crown back into her possession. Sunset wanted to use the tiara's power to gain control of the human world and invade the Kingdom of Equestria itself. This was prevented when Twilight and her friends tapped into the Element of Magic and defeated Sunset by showing her there's more to it's magic than just power; that friendship is the most powerful magic of all, and is the only element that can unite everyone in harmony.

While the crown safely returned to Equestria, the magic left behind opened a whole new world of possibilities. A lot has happened since then. Enemies became friends, magical abilities began manifesting within the Mane 6, and more secrets about their Equestria like world are being uncovered. For Twilight's friends in the human world, things will continue to get even more stranger as they continue learning about the magic and how it works.

* * *

In a garage, off to the side of a large purple, house in a suburban neighborhood, the inner workings of a laboratory are taking place. Lights flickering, machines in the background humming, the little inventor of the lab works tirelessly on their project. Their dog approaches them curiously, wondering what they're working on. With sparks flying, tools switched around and parts coming off and added on; the inventor was just about done their project. The Person working on this special project was a bright young teen girl named Twilight Sparkle!

Even though the two may look similar, this Twilight Sparkle wasn't the same as the pony princess that once visited the human world. Twilight's human counterpart once attended a school called Crystal Prep Academy; A school for highly educated students. Whenever there wasn't anything to learn, she mostly spent her days working on projects in hopes of upgrading to a study program and continue furthering her knowledge. However, Twilight had to compete in an event called the Friendship Games, a tournament of skill and knowledge against rival schools. In return for participating, she would be guaranteed a spot in the Everton Independent study program.

It was through the Friendship Games that the human Twilight Sparkle met her would be friends, Sunset Shimmer and Mane 5 of Equestria's human counterpart dimension. Although, they didn't become friends at first. Twilight crafted a magic tracking device that could contain aberrations upon catching it in use, and accidentally drained all the magical essence residing within the Girls. It got to a point where the locket couldn't contain anymore. Once it was released, the magic turned Twilight into a monster bent on power crazed destruction. With the help of Sunset Shimmer and the others, they returned Twilight back to normal and prevented the annihilation of both Canterlot High and Equestria. Despite her actions and misguided meddling, the Girls still accepted her as one of them, and forgave their new friend with open arms. Twilight decided she wanted to learn all about the magic of friendship. So, she transferred over to Canterlot High where she now attends alongside Sunset Shimmer and the Mane 5.

After hours of working, Twilight Sparkle raises the little device in her hand.

"I've done it!"

"Done what?" Spike asked.

Twilight spun on her chair excitedly and faced him.

"Remember that spectrometer I made a couple of months ago?"

"You mean the one that sucked up all our friend's magic powers and nearly destroyed our world and that pony place in the process?"

Twilight glared at spike for bringing up the unfortunate incident, an incident she herself is still trying to get over.

"Yes," She said, turning back to her table. "Well, after a lot of revisions on the overview for the configurations and mechanisms, I came up with a better more efficient tracking device that can detect any readings that aren't just unique to Equestrian magic."

"Neato!" Spike said, then raised a brow. "Why would you make another one?"

"Ever since we got these Geode Crystals from Camp Everfree, a lot of strange magical occurrences have been popping up lately. If we're dealing with something that's possibly not from the pony world, then this device can track the source of it's origin. Maybe it'll even lead to wherever these Geodes really came from."

Spike examined the device. It was a round locket shaped design similar to the previously one. The main operating buttons were centered in the middle where it controls the whole device. The locket was purple with pink ridges that would give off a pink light whenever magic was detected, pointing in a 360-degree direction to wherever the source is originating.

"If you say so," Spike said, reluctantly. "I just hope it doesn't steal anymore magic and tear another rift in the fabric of space."

"Don't worry. I went over the ramifications and made sure it can't contain magic this time. Its only function should be scanning for unusual elements."

"Why did you design it to suck up magic in the first place?"

"I thought I could understand it more if I had a hands-on analysis. I would've been guaranteed a spot in Everton if I had concrete information to provide the source of all the strange anomalies happening at Canterlot High." Twilight paused to sigh for a moment. "Clearly, I wasn't ready to handle that kind of an approach. And after last time I tried studying magic, I'm not sure if I still am."

Twilight held the purple Geode Crystal in her hand, concealed in a mini locket with a chain attached to put around her neck.

"But now that I have this Geode, I can still use magic to study its effects and have a hands-on approach that doesn't involve compacting so much of it in one little device."

Spike jumps up on top of Twilight's lap and lays himself down while she pets him.

"No harm done. Now that's the Twilight Sparkle I know and love."

"Oh, Spike," Twilight said hugging him. "You're the best canine companion a friend can ask for!"

Time had passed as Twilight sat in her lab petting Spike while examining her Geode Crystal. Her Geode was contained in a tiny locket with a chain to wrap around her neck. The locket was purple with crystal facades and a star on the front. Sitting and theorizing about the Geodes origins of a good while, Twilight's phone began vibrating. She picks it up and stares at the time with eyes widened.

"Oh No! No no no! We're Late! We were supposed to meet the others at the Sweet Shoppe five minutes ago!"

Spike jumped off and lets Twilight get her things organized.

She heads back inside her house and runs up to her room removing her lab coat, gloves and goggles. In her Room, Twilight fixes her hair from a bun into a long pony tail and switches into her casual clothes. She sports a light blue, short sleeved buttoned up shirt with a white collar and a pink bow tie, a pink vest with a purple belt, a purple skirt with frills at the hem, a print of a large pink star overlapping another light star diagonally, and a smaller white star on top beside it. She then slips into some light blue socks and purple Mary Jane shoes.

Twilight examined herself in the mirror to adjust anything off. Finally, she puts back on her black rimed glasses and gleefully pushed the stem into place. Grabbing her phone, backpack, and the magic tracker, Twilight runs out the front door while putting Spike inside her backpack as they hurry down the sidewalks to the Sweet Shoppe where their friends are meeting.

* * *

It was a long trek, but Twilight Sparkle and Spike kept a good pace. Crossing traffic lights, screeching around street corners, Twilight tried taking every possible short cut she could find that didn't require her to stop. With whatever time left to spare, Twilight and Spike made it to the Sweet Shoppe with only ten minutes behind the initial time they agreed to meet.

Twilight walked into the shoppe, leaning on her knees while panting, where she was greeted by her friends from across the entrance.

"Twilight," Sunset calls out, "Over here!"

Everyone else waved happily too. Twilight smiled. At first she was worried about disappointing her friends, but knowing them, they didn't mind all that much if she was late. They might be wondering what took her long sure, but understandable either way when she does show up and didn't hark on her about it. It was that kind of trust Twilight learned she had with her new friends when getting to know them over the period since her transfer to Canterlot High School.

Exhausted, but happy to be here. She makes her way over to where the others are sitting and takes a seat on the couch beside Rarity and Fluttershy. Sunset Shimmer leaned against a pillar while the rest sat in chairs gathered around the couch and coffee table. Spike goes over and sits on Fluttershy's lap who then started petting him.

"Darling, you're all out of breath," Rarity pointed out.

"I, had to run," Twilight panted. "Was late, for meet up."

"No seat, Twilight!" Rainbow Dash said. "You managed to get here still, and that's what matters."

"So what did take you so long?" Sunset asked.

"OH OH OH! Where You Ambushed By Gummy Bear Creatures That Wanted To Take You Away To Their Home In The Forest?" Pinkie Pie asked.

"Pinkie Pie, there ain't no such thing as gummy bear creatures," Applejack chuckled.

"There Was Such A Thing As Gaea Everfree. Any Thing's Possible!" Pinkie said in a sing song tone.

Rainbow Dash scoffed. "Yeah, which just turned out to be Gloriosa jacked up on these Geode Crystals."

"So? What If Equestria Had Gumi Bears That Were Secretly Banished To Our Dimension and Are Now Hiding In The Woods, Waiting and Plotting Their Attack As We Speak!" Pinkie Pie said, eerily.

"There isn't, and they aren't," Sunset smiled, casually.

"Anyways, that's not the reason I was late." Twilight pulled out the locket from her bag, "This is."

She held out and showed off the Magic Tracker to the others. The Girls gasped and shifted away.

"You made another magic sucking device?!" Rarity cried.

Some of the girls backed away from the Twilight and her device. Pinkie Pie hid behind her chair and Fluttershy used her long pink hair shield her face.

"No. It's okay. I made it so it doesn't contain magic anymore," Twilight explained.

After sharing collective and skeptic glances to one another, the Girls returned to their seats and moved closer back to Twilight.

"So, what is it designed to do this time?" Sunset asked.

"Just tracking EM frequencies," Twilight answered. "With this I'm not only able to trace the source of that weird Equestrian magic, but all sorts of anomalies."

"Why would it need to track different magic sources?"

Fluttershy chimed in. "Well, we don't know for sure if these Geodes or, whatever that magic was back at camp, is really the same as the ones from that pony world. Maybe they're from another place."

"Exactly," Twilight said. "And in order to record as much data as possible, I did some tweaking to the old prototype so it can measure other frequencies that may have surfaced in our world."

"Sounds like an awful lot of work to tweak a little device just to research a possible, non existing inquiry," Rarity said. "Equestrian magic is already enough to deal with. Now you're saying there might be other kinds magic here?"

"And where in hey would another magic source be comin' from besides Equestria?" Applejack asked.

Pinkie Pie interrupts. "Maybe It Can Track Where The Gummy Bears Are Hiding!"

"What's with you and the Gummy Bears all a sudden?"

"Probably Just Cravings!" Pinkie Grinned.

"All I can say is," Sunset said, placing a hand on Twilight's shoulder, "whatever gets us closer to finding out where these Geodes came from, I'll trust any device Twilight's made to show us the way. We might even be able to locate where a magic source is coming from a lot sooner so we can stop it the next time we run into someone or something using it to cause trouble."

Rarity chimed in. "Well, if you ask Me darlings, I for one would still like that break away from all this magic nonsense. Two months in a row of nothing but dealing with power crazed maniacs is starting to do a number on my wardrobe. Oh, uh, no offence, dear."

"Eh. None taken," Twilight slouched.

"Told you you'd get use to it," Sunset said, nudging Twilight playfully.

Applejack joined in. "You know what? Ah wouldn' mind it myself if we had a day to spend like we did before magic came into our lives. Don't get me wrong, there's a lot about it to enjoy, but I'd still like havin' just one week of us seven kickin' it back like the good ol days; where we didn't have to deal with someone tryin' to take over the world and what not."

"Since we're being honest, I really don't like fighting all that much," Fluttershy said, scratching Spikes belly. "I only do it because I want to protect my friends and make sure they're safe."

"Oh, come on," Rainbow Dash said. "We have these super awesome powers now! Why shouldn't we be dealing with magic more? Fighting against the forces of evil is a breeze compared to when we first started out. And I feel like I finally got the hang of my speed."

Rainbow Dash began punching the air. "The next time someone tries to take us on, they'll have to get through me first!"

"As much as I do like slowing down every once in a while... Ah Who Am I Kidding! Kicking Butt is Too Much Fun! Not As Fun As Throwing Parties or Eating Candy Of Course, But It's Still Pretty Exciting!" Pinkie Pie said, widely grinning.

Twilight and Sunset looked at each other. Sunset then added in to the discussion.

"Magic IS apart of our lives now; No matter how much we ignore or embrace it. It's a responsibility we all must carry. These Geodes choose us for a reason, which means we should take it upon ourselves to use them when the time calls for us to take a stand against whoever's using magic to put our world in danger."

"Yes, but that's only _when_ we need to use them," Rarity said. "We don't exactly have to go around looking for trouble you know?"

"Trouble's usually what ends up findin' us nowadays anyway," Applejack added.

Before Sunset could respond, Twilight's magic tracker began blinking and beeping, catching everyone off guard.

"Wait, I think my tracker has something."

Everyone leaned in to see where the device was pointing. The Device emulated a small beeping noise with one of the pink ridges blinking a light to indicate the direction the magic source is located.

"Huh, that's weird," Twilight said, fiddling with the controls. "The light's not suppose to turn gold."

"Where's it pointing?" Fluttershy asked.

"Hold on let me see if I can fix it."

"Are you sure you didn't color coordinate it?" Sunset asked.

"I'm pretty sure."

She pressed every button on the device, but it still emulated a golden blinking light. As Twilight looked over the device, the Girls quickly got up and looked around the store to see what the tracker could be pointing at. Each time the source got closer, the beeping grew slightly louder. But it still wasn't clear what was causing it to go off.

"Where do you think it's coming from?" Rainbow Dash asked.

"Who do you think it's coming from?" Fluttershy asked.

Both look at each other, wondering which question was more relevant.

"Ugh! Did you have to install such an annoying sound for it?" Rarity said, plugging her ears.

"I can't figure it out," Twilight said, shaking the pendent. "This didn't happen when I was testing it."

Anxious, Sunset finally grabbed and pointed the tracker locket towards wherever it was beeping. Some people were leaving the store while Sunset pointed her device around. The bell on the doorway's scaffolding dings and as it dinged, the beeping suddenly stopped. The Girls looked over the device, now read nothing. The gold light that was previously blinking became dimmer than a blown out light bulb. No more beeping. No more blinking.

"Is anyone else just as concerned about this?" Spike said.

"Ah think I'm startin' to," Applejack said, clutching her hat.

Twilight looked over the device to see what caused the light to change color, but couldn't get anything out of it.

"I don't understand," she said. "It's suppose to flash a pink light when an EM frequency is detected."

"That. Is. Super. Duper. Creepy!" Pinkie said.

"This can't be any ordinary frequency if it's able to mess up your device like that," Spike said.

Fluttershy gasped. "So then, there really is other magic in Canterlot?"

"Which means another power hungry evil doer is likely after it," Rarity added.

"An evil doer whose butt is waiting to be kicked!" Rainbow Dash said.

"If what we were just discussing was any indication, then we absolutely need to look into this," Sunset said. "Which leaves us with one big question."

Twilight Sparkle finished Sunset's thought, with all eyes on the locket.

"Where did this magic come from?"

* * *

 **To Be Continued.**


	3. Chapter 3: Trust & Promises

**Sir Topham Hatt begins assigning his engines their task for the day to kick off their new job everyday experiment for the summer. Thomas has an idea for what he should do, but his best friend Percy isn't so sure about it.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 3: Trust and Promises**

It was early in the morning on the island of Sodor. The Engines at Tidmouth Shed were already well awake to start the new day. Yesterday, after Sir Topham Hatt proposed his idea to the Engines that they'd be getting different jobs to do everyday, they were more than excited to quickly start the day and prepared themselves for what they might get today. The Engines were waiting in their sheds for Sir Topham Hatt to arrive and give them their new job. James on the other hand was the most impatient out of all.

"Dooh. When's he gonna be here?" James asked, impatiently. "I can't wait any longer."

"Soon enough, James," Edward said. "He's probably still handing out jobs to other engines."

"Well, he needs to hurry up if we're gonna make it to _our_ jobs on time."

"You seem eager to be pulling a goods train today, James," Henry teased.

James tried to take no notice of Henry's comment. "Huh. Not likely. I guarantee he'll have me pulling nothing but passengers the whole summer."

"If that's your thinking," Gordon said, "then you're just setting yourself up for disappointment."

"No, I'm not. Just wait and see," James said, confidently. "Soon I'll be pulling the Express along side you, Gordon."

Gordon only shot him a piercing stare and made an annoyed hum under his mouth.

"So, then what will you do tomorrow after he's had you pull coaches?" Emily asked. "You know, since we're all getting different jobs each day."

"Probably a much-needed break… Then it's back to pulling passenger trains!"

The Engines all groaned while James continued beaming proudly. Everyone knew he wasn't likely going to get what he wanted, so they played along with his boastings until Sir Topham Hatt finally arrived and walked towards the shed.

"Good morning, everyone! Have a good sleep, did we?"

"Yes, Sir," They all responded.

"Now, as you all know, today we start our new job everyday experience. I did a lot of planning and deduced which engine will would be working in what job and who will be working with whom. I've assigned some of you a task to complete for the rest of the day come time tomorrow when you'll be assigned a new job."

Gordon cleared his through. "Except me though. Right, Sir?"

Sir Topham Hatt smiled and shook his head. "Yes, Gordon, excluding you."

Gordon sighed a sigh of relief and smiled with reassurance.

Some of the engines looked at Gordon with disapproval. Gordon has never been an engine who pulls anything other than the express. He'd rather be pulling passenger trains than anything else; and causes unnecessary confusion and delay when given a job that requires him to pull a goods train or anything similar. While it's a good experience for the other engines to try something new each day, Gordon would just be doing the same job he always does. This made the engines a bit cross because Gordon always get's what he wants. And if he's pulling the express more often now then ever, it leaves little room for the others to help pull the Express, limiting the number of engines that Sir Topham Hatt will choose to pull it.

"Now, I know a lot of you probably have your expectations on which jobs you'd like the most, but this experiment is to prove that you're all capable of working different jobs should the occasion call for it. It also gives other engines a much-needed break from doing the same tasks everyday and a nice change in environment. And that's what this is all about. I'm not giving you your favorite job to do every day."

The engines were listening of course, but the anticipation of finding out what their jobs are was boiling up inside of them.

"That being said, each and every one of you has more than enough time to do every possible job. So, if you don't get your favorite one today, perhaps the next day, or the day after. That's what makes this experiment fun. It's the variety!"

"Um, please, Sir. Can we know what our jobs are for today?" Thomas asked, unable to wait any longer.

"What?" Sir Topham Hatt was caught off guard but then chuckled. "Oh right. Suppose I am babbling on at this point."

The engines were all avid.

"Right then, let's get this show on the rail. Gordon, you and Henry will be pulling the Express with Hank and Neville."

Henry was wide eyed and gasped with excitement. He wanted to pull the express but didn't think it would happen on the first day of their new assignments. Henry was now very excited than anyone to start his day.

"I'm sure you're still familiar with the basics, Henry. But just in case, Gordon will be helping you and the others should you run into any problems."

"I am. Thank you, Sir! I won't let you down!" Henry beamed.

"Excellent!" Sir Topham Hatt said

Gordon wasn't too excited about having more engines pull the express. But since he gets to keep his job it wasn't that much of a bother.

"Emily, I want you to continue pulling your coaches for the day," Sir Topham Hatt continued.

"Yes, Sir."

Emily was a bit disappointed she wasn't pulling the Express. But pulling her own coaches was good enough. She knew there was still plenty of time to do an exciting job, so she happily accepted her current task for the day.

"Edward, you're to shunt some trucks around the yard. We're going to need them for a job tomorrow."

"Will do, Sir!" said Edward.

Sir Topham Hatt then turned his attention to James and his beaming grin.

"James,"

"Yes, Sir?" He said.

"I want you-"

"Yes!"

"To pull-"

"YES!"

The tension was to much for James.

"Waist trucks."

"Waist Trucks?!" James exclaimed.

All the Engines erupted into a laugh except James, who was too frozen with shock to say anything. This confused Sir Topham Hatt, who just stood tilting his hat a bit to scratch his head while the engine's laughter settled down.

"Was there something I missed?"

"Don't worry, Sir," Thomas said, cheekily. "James is just more than happy to pull some dirty old waist trucks ALL DAY."

James just stood petrified. His eye twitched every so often. Still confused, Sir Topham Hatt then turned to Thomas and Percy.

"Uh, very well. Thomas and Percy. For the rest of the morning, you'll be helping Edward shunt trucks in the yard. Afterwards, you two can have a break before I give out your next job for the night."

While it wasn't anything too special, Thomas and Percy were excited to get started on their work, especially since they'd be working together. Though now they were more curious as to what their night job will be, they were more than happy to be shunting trucks with Edward in the yard all morning before their break.

"But wait," Thomas asked. "Who's pulling Annie and Clarabel on my branchline, Sir?"

"Not to worry, Thomas. I have Toby doing your job for today. They are both in very good care."

Thomas sighed in relief. Toby the Tram Engine was a good friend to Thomas and the other engines. He knew he can leave his coaches Annie and Clarabel with Toby and not have to worry about them. Being a tram engine, he may not be the fastest or strongest engine on Sodor, but if there was any other engine Thomas could trust to take care of his coaches, Toby was the engine he'd be happy to have pulling Annie and Clarabel on his branchline.

"Alright then. You all have your jobs for the day. I expect everyone to do their best and be really useful." He then walked back to his car. "I look forward to hearing about your day."

"Goodbye, Sir!" the engines whistled.

Gordon puffed out of his berth and stared flatly at Henry beaming with excitement.

"Try not to get in my way," He said. "The Express needs to be reliable and on time. That can't happen if I'm baby sitting you three all day. So at least try to keep up."

"Don't worry, Gordon," Henry said, cheerfully. "I still remember how to pull the Express. You won't have any trouble from me!"

"We'll see," Gordon said begrudgingly as he left the shed to go fetch his coaches. Henry followed soon after him.

"I better go find my coaches," Emily said leaving the sheds next. "Who knows how many visitors we might have this time."

Thomas, Percy, and Edward glance over at James who hadn't moved from his berth yet.

"You uh, you gonna go collect those waist trucks, James?" Edward asked.

James said nothing. He was still in shock from the idea of having to pull waist trucks, the one job he didn't want at all.

"Oh-okay. Thomas, Percy, let's go shunt those trucks," Edward got on the turntable and made his way to the shunting yard.

"Should we be concerned about James?" Percy asked Thomas.

"Nah! I'm sure he'll snap out of it soon."

Thomas and Percy looked over at James still making the same petrified expression he's had on since Sir Topham Hatt Told him what his job was. The two looked at each other wondering if they should try and say anything to him. Deciding not to bother James, however, they went on the turntable to meet up with Edward in the shunting yard.

* * *

In the shunting yard, Thomas, Percy and Edward spent all morning shunting trucks in different siding so that later in the day they will be filled up with goods ready to be delivered to another location somewhere else along the island. Thomas and Percy had fun shunting cars, it reminded them of the day when they first meet and became friends. Thomas showed Percy the quickest way how to shunt trucks into their respective sidings, which helped Percy a lot given the fact he doesn't feel like he's that good at shunting trucks like Thomas is. He still appreciates it either way; and the two engines continued on with their work looking forward to their breaks.

"That should be enough for now," Edward said. "You two can go along and have your time off. I can finish the last loads here."

"Are you sure?" Thomas asked.

Edward smiled. "Yes. Just remember Sir Topham Hatt has another Job for you later. Make sure you're both on time for it."

"We will," said the two engines in unison, as they drove off.

Percy still couldn't help but wonder what it was Thomas had in mind after what he said last night regarding his break day. It had been on Percy's mind to know what he meat. The two engines exit the shunting yard and made their way across the mainline. Now that they were on break, Percy decided to ask him.

"Say, Thomas, you never told me last night where you were thinking of going during your break."

"Oh right. I didn't want to hurt the others feelings if they knew."

"So, where are you going?"

"Where we are going Percy," Thomas corrected. "We're going to The Magic Railroad!"

"What? You want to go there?"

"Yes, why?"

Percy didn't say anything and idly looks away.

"What's the matter, Percy?" Thomas asked.

"Well see, the thing is, I've never actually been to the Magic Railroad. The closest I've seen of it were the Magic Buffers."

"Then you're going to love it!" Thomas said excitedly.

While chuffing down the mainline, Thomas went on about the Magic Railroad to Percy and how great it is. It was a land unlike anything they have on Sodor.

"The rails are pure gold, the sunlight bounces off the bright green grass, the lakes are clean and clear as glass, and there are tall, snowy mountains far off in the distance."

"Wow. That sounds amazing!" Percy said, more excited now. "Are the tracks really made of pure gold?"

"They looked like it from the glimpse I got when I traveled it's line. There may not be many, but the ones that do run the line lead to many different worlds!"

"Really? They don't just go to Shining Time?"

"Apparently. But just imagine where else they could go, Percy. The possibilities are endless!"

"Hold on," Percy said. "You're not thinking of going to a different world, are you?"

Thomas didn't think it was a big deal that he'd actually planned on visiting another world. Though he didn't take into account how long it would take him to get from one place to the next and back again.

"Well, I figured if we had time,"

Percy interrupted. "Oh, I don't know if that's such a good idea, Thomas."

"Why not? Come on, Percy, think about it. We'd be going to a completely different place! Remember, we were talking about it last night?"

"I do, but, it would take too long for us if we're exploring other worlds," Percy said, nervously.

"I was only thinking we'd visit just one place for a little bit. Maybe see if Lilly and Burnett Stone are still at Muffle Mountain."

"But we have a job later tonight. What if we're late for it? Sir Topham Hatt will be very cross with us."

"If we don't have time to explore another world, then we'll head straight to Sir Topham Hatt once we're done visiting the Magic Railroad."

"Just the Magic Railroad?"

"Just the Magic Railroad," Thomas confirmed.

Percy hesitated to answer. Apart from his apprehension to go into the Magic Railroad for the first time, he didn't want to disappoint Sir Topham Hatt for being late for their late night job. However, Percy knows he can trust Thomas no matter what happens, and that's something only a real friend like Thomas can give him. Trust that everything will work out in the end.

After thinking it over, Percy finally responded. "Well... okay. But promise me we'll be quick."

"I promise."

"Hmm. Good," He said, growing more excited. "Then, let' go and visit the Magic Railroad!"

"That's the spirit, Percy!" Thomas chuckled. "Come on, I'll race you to the Buffers!"

"Oh, no you don't!"

* * *

The two chuckling engines raced along the mainline tracks pass open valleys, down Gordon's hill, and through Henry's forest. Until finally, they reached the area where the buffers leading to the Magic Railroad stood. The Buffers were located on an old railway line near the Kirk Ronan Branchline. Tall willow trees close to the tracks canopied the line with very little glimpses of sunlight seeping through.

Thomas and Percy rode side by side along two separate tracks then stopped in front of a crossing that led to the buffers themselves. The Magic Buffers were covered in vines from never being used. Weeds and plants grew from under the tracks leading to it. The base where an engines buffers meet was rusty and brown. Clearly, these buffers have not been used in quite some time.

"This is it, Percy. Are you ready?"

"I hope so."

Wanting to cheer himself up, Percy decided to ask Thomas a cheeky question.

"Are you ready to see Lady again?"

Thomas felt himself jump out of his pistons. His cheeks were bright red with the thought of seeing Lady again since the first time they've met. Trying to hide his face from Percy, who was holding back a smirk, Thomas chuffed forward towards the magic buffers.

"I'll go first. You can go in once I have."

"Okay."

Chuffing closer and closer down the tracks, Thomas charged towards the buffers bracing for impact. Thomas ran into the buffers, only to bounce off of them. Confused by this, Thomas tried hitting the buffers again to no avail. He was still on the Island of Sodor. Thomas was not only confused, but he also began to worry.

"What's going on?" Thomas said.

"Is something suppose to happen?" Percy asked.

"I should be in the Magic Railroad by now."

Thomas continuously rams the buffers trying to activate the portal that would've taken him along the golden tracks of the Railroad.

"Careful," Percy warned.

"I don't know why it's not working," Thomas said, frustrated.

"Let me try," Percy said, plucking up courage.

Before Thomas could answer, a strange golden mist appears out of nowhere over by the field next to Thomas. A collective clattering of wind chimes give off as each twinkling spec shines and sparkles. With in this misty gold could emerged a man, sporting a blue coat with a worn red tie, blue trousers, and a train conductors hat walks out of the golden dust. It was hard to tell at first, but both Thomas and Percy knew who it was upon further inspection. Then both engines call his name in unison.

"Mr. Conductor?!"

* * *

 **To Be Continued.**


	4. Chapter 4: Buffersville

**Synopsis: Thomas & Percy meet an old friend, who reveals a pressing disturbance in the Magic Railroad, and what this could mean for everyone on the Island of Sodor and beyond.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 4: Buffersville**

Another important section of the island that keeps it running is one that was once buried in mystery. That being a place called the Magic Railroad. It is a magical railway line that's run by a steam engine called Lady, who in fact brings magic to everything on the Island of Sodor. Gold Dust is the source of Lady's magic; It's what gives her the means to run the Magic Railroad and keep Sodor alive and in balanced. She is a key player in using the magic, for she recharges the line's magical energy while keeping everything else intact.

Mr. Conductor is a train conductor who uses Gold Dust from the Magic Railroad to transport himself from his world over to the Island of Sodor. He's a friend to all the engines on Sodor. Whenever Mr. Conductor isn't busy back in his home at Shining Time Station, he fills in for Sir Topham Hatt in running the railway whenever he's gone away on important businesses. He helps to keeps his Railway, it's engines, and everything else in order.

* * *

"Hello Thomas and Percy," Mr. Conductor said.

"Mr. Conductor!" Thomas said, happy to see his old friend. "What brings you to the Island of Sodor?"

Mr. Conductor coughed. "Well, from what I'm seeing, it seems like you two are trying to enter the Magic Railroad. But unfortunately, I'm here to say that's no longer possible."

"What?!" both said.

"What do you mean?" Thomas asked.

Mr. Conductor coughed again. "There's been a disturbance in the Magic Railroad. I don't know what it is. I've tried with all my sparkle to get inside and see what's causing the line to go crazy but somethings preventing us from entering."

Thomas and Percy looked at each other, both confused and worried by what Mr. Conductor said. They finally noticed Mr. Conductor wasn't his usual self. His entire suit was a much darker shade of blue. The buttons of his coat were undone, his vest was untucked from his trousers as well as a few buttons. His now maroon colored tie was partially undone and his hat was crooked and missing part of it's brim.

"You don't look good, Sir," Percy said.

He looked over his appearance. "I think it might have something to do with the corruption."

"Corruption?" Thomas said.

"Either Lady is gone, or someone else is running the Magic Railroad."

Percy gasped. "You don't think it could be-"

But before he could say his name, Thomas interrupts.

"It can't be, Percy. Sir Topham Hatt sent him away years ago. There's no way he ended up in there."

"Yes, but. I was talking to Paxton by the Dieselworks once. He said things over there were a lot busier now that they had a new Diesel in charge."

"But Sir Topham Hatt would've known about it. That can't be possible."

"Paxton said something about him hiding in the main Dieselworks building," Percy said ominously. "That's why nobody believed him when Paxton told us he was back because, well, apparently he never left."

"If what you're saying is true, Percy," Mr. Conductor chimed, "then Diesel 10 really is back, and he's more than made himself comfortable outside the Dieselworks."

"No! It's not true," Thomas protested.

Percy started to worry. "Thomas-"

"Diesel 10 is good now remember? He learned his lesson when he tried taking over the Steamworks and stole our Christmas decorations."

Mr. Conductor made a perplexed face, questioning what kind of crazy antics took place since he'd last visited Sodor.

"I know, Thomas. But, maybe… Maybe Diesel 10 might not be as good as we all thought."

"He does tend to tense up when around authority figures," Mr. Conductor said. "But it also could've been an act; playing along so he doesn't get sent away again."

He then lets out a loud enough cough that could be heard through out the surrounding woods. Mr. Conductor nearly lost his balance in the process. He leaned up against Thomas' buffer for support as he tried to catch his breath.

"Are you okay, Sir?" Thomas asked.

"It makes sense if Diesel 10 has control over the magic. He'd be more than happy to use it on me in any way."

"Can Diesel 10 really use Gold Dust to do such a thing?" Percy asked.

"Gold Dust is limitless from what I've learned over the years. There's more to the Railroad and it's power than just teleportation and its connection to both our worlds."

"Other worlds you mean," Thomas corrected.

He looked at Thomas with a confused brow.

"Lady told me before she left that she's working on making more tracks that lead to other worlds."

The corner of Mr. Conductor's mouth rose an inch.

"My father was right; I'm always going to learn something I never knew about this line and its Gold Dust."

"So, what are we going to do about the Magic Railroad?" Percy asked.

"I told you, we can't enter it," Mr. Conductor struggled to hold back another cough.

Thomas and Percy felt so helpless. They hated seeing their good friend in the condition he's in.

Then Mr. Conductor noticed something. A little bit of Gold Dust clinging from the palm of his hand got onto Thomas' front footplate. Thomas was still close enough to the Magic Buffers where occasional sparks from the portal were popping up whenever Thomas got close to the Buffers whilst covered in the Sparkles. Picking up on this, an idea sprung into Mr. Conductors head.

"Wait here," Mr. Conductor ordered.

He stumbled over after another cough snuck up on him. Thomas and Percy watched Mr. Conductor drag his feet over to some bushes and bristled through the foliage. After coming back out, he held in his hands a carrot and a stick of celery. The two engines were surprised. Where they just laying there the whole time? Mr. Conductor took a bite from the carrot and fiddled around with it while thinking to himself. His head sprung up.

"Dark! Arc!"

Thomas and Percy both glanced at each other befuddled, wondering if they should be worried at all, or if this was another affect the magic was having on Mr. Conductor. He took another bite out of the carrot, once again thinking to himself until his head springs up.

"Connection! Flection! Affection!"

"A-are you okay, Mr. Conductor?" Thomas asked.

"Just fine, Thomas," He responded while examining the carrot. "Although this doesn't seem to be working. I know, I'll try eating the Celery!"

"How will that make a difference?" Percy whispered to Thomas.

Thomas simply nudges his chin indicating he had no idea. Mr. Conductor took a bite from the Celery and paced back and forth while thinking to himself. His head launched back up again, this time facing Thomas and Percy, both growing a little freaked out and concerned.

"Wardrobe, Cupcake, Gadget!" Mr. Conductor hiccuped before pacing around again. "Forest! Racing! Strawhat!"

"Maybe we should try something else, Sir," Thomas suggested. "I could always try ramming the Buffers again."

Mr. Conductor looks over at the Gold Dust sitting on Thomas' buffers then at the Magic Buffers themselves across from the two engines. After connecting the pieces together, it became all the clearer to him, although he wished it wasn't.

Never has the Magic Railroad been in a crisis at this kind of scale. Before when Lady disappeared, the magic Gold Dust Mr. Conductor uses to travel from his world to the Island stopped working, making it difficult for him to find anyone or getting back to Shining Time. Without Lady, the Magic Railroad became a dark place, with a forest of thorns surrounding every track of the land. If Lady is not running on the Magic Railroad, the line will fade out of existence, bringing both the Island of Sodor and all other universes that it bridges into extreme disorder. Mr. Conductor's family motto circled around in his head after thinking over whether or not he should go through with the plan he has in mind.

"As long as there is a railroad, there will be harmony. As long as there is Gold Dust, there will be energy."

Thomas and Percy weren't sure what he walking about. Percy heard him speak this motto before, but didn't know what relation it had until Mr. Conductor made his move. Mr. Conductor then went over to Thomas and began climbing up to the top of his cab, nearly stumbling over doing so a few times when he acceded his boiler.

"What are you doing now, Mr. Conductor?" Thomas asked.

"Sorry, Thomas. Just bare with me for a second and I'll explain everything."

"Bear! Wear?" Percy looked around frantically.

Reaching the top of Thomas' cab, Mr. Conductor stood on the roof, took off his whistle and poured out all its Gold Dust into his hand. He made sure to leave enough in his whistle to get back home. With a wave of his arm, he proceeded to sprinkle Thomas with the remaining Gold Dust all over him. Magic Gold Dust rained everywhere on top of Thomas, covering him in gold, shimmering, gleaming sparkles that resonated and nested on different spots in a collective gathering. Each speck clinged to every inch of his surface, until there weren't any visible sparkles left shining off Thomas.

Percy and Thomas were amazed but in deed mystified more so to say the least.

"What did you do?" Thomas asked.

"I gave you all of my Sparkles, Thomas," Mr. Conductor said. "I don't know how or why it doesn't work with me; but having Gold Dust on you, an engine, allows that portal to let you through."

"Wait. You want me to go in there?"

"Find out where Lady is and if Diesel 10 really has taken over the Magic Railroad. Yes."

Thomas stared at the Buffers.

Now he was allowed to enter the Magic Railroad, but trying to find Lady while potentially running into Diesel 10 made Thomas second guess his decision to visit the Magic Railroad. This was a big journey for Thomas to undertake. The entire Island and the rest of the universe now depends on him. If he doesn't find Lady, the Magic Railroad will cease to exist, and if the Railroad is gone, The Island of Sodor will fall onto complete chaos. The Island will be filled with disharmony, then the rest of the universes connected will also fall to disorder and dysfunction. Thomas wasn't so sure anymore if he can take on this kind of job, let alone see to it till the end.

Before Thomas could object, a bell toll startled himself, Percy, and Mr. Conductor. The three look over to their right.

"Oh, there you are, Thomas," Toby the Tram Engine said. "I've been looking everywhere for you."

Releasing steam, Toby puffed in and came to a stop a few inches behind Percy on another set of tracks next to his. Coupled up to him were Thomas' coaches, Annie & Clarabel, and Toby's coach Henrietta was coupled up behind the two coaches.

"Hi, Toby," Thomas said.

"Hello, Toby," Percy said.

"What on earth are you two doing near the buffers?"

Toby then spotted the ragged old man climbing down from Thomas' cab. He soon recognized him as Mr. Conductor, but his appearance greatly differed from how Toby remembered him.

"Mr. Conductor? Is that you?"

"Hello, Toby." Mr. Conductor coughed, "It's good to see you again."

"It's good to see you too! Although, you're not looking so hot this afternoon," Toby pointed out.

"You were looking for me, Toby?" Thomas asked.

"Oh, yes! Listen, I know you must be on break right now, but I'm having trouble remembering where to drop off these passengers. On top of that, Philip got delayed and couldn't carry the quarry workers to Anopha. So now I have to take them and the passengers to their stations."

"Percy, do you think you can help Toby with that?" Thomas asked.

"I wouldn't know where to drop off your passengers either, Thomas."

Toby then realized why everyone was here. "Uh-oh. Is something wrong with the Magic Railroad again?"

"Yes, Toby," Mr. Conductor said. "Not to worry though, it's being dealt with as we speak."

"That's good. Because the last thing we need is another crisis like last time, what with all the work switching and visitors piling up," Toby chuckled a little.

"Yeah, wouldn't want that," Thomas said, reluctantly.

"So, do you think you can help me out with this, Thomas? Just this one time? Afterwards, I should know your line by this point."

Thomas looked to Mr. Conductor who proceeded with his instructions.

"Once you're in the Railroad, your presence should leave the Buffers open to everyone else. You just have to allow them to. I know this all must be confusing, but just believe in the magic, and you can do anything with it."

Thomas was still uncertain. Mr. Conductor could tell but decided not to comment.

He coughed profusely. "Come on back to the buffers as soon as possible. If I'm not here, then I'm back in Shining Time Station. Go through the Buffers. Don't wait for me."

"Wait, you're leaving?" Percy said.

"I've given Thomas all the Gold Dust I have on me. The rest I'll need to get home and make sure everyone there is safe."

But Thomas didn't want Mr. Conductor to leave. He wasn't sure about going into the Magic Railroad or finding Lady.

"I don't know if I can do this, Sir. This is all so… big! If I don't find Lady out there, somewhere in all of that-"

Mr. Conductor interrupted. "Thomas the Tank Engine. Anything is possible if you set your mind to it, no matter what the odds are. Little engines can do big things. But you, Thomas, can do anything."

Thomas smiled, still unsure of himself but surer than ever to give it at least give it try. If Mr. Conductor believed in him, if he could fix everything from spiralling out of control, it was enough for Thomas to pluck up courage.

"Then, I'll try."

"That's a good tank engine. We're all counting on you now," Mr. Conductor said in his now raspy voice.

With the weight of the world on his funnel, Thomas accepted his duty of seeking out Lady and restoring peace to the Island of Sodor. Thomas soon blew his whistle and chuffed back to couple up with Henrietta.

"I better get going."

"See you tonight," Percy said, offhandedly.

Thomas came to a sudden halt. Both he and Percy remembered they had a job assigned for the night. Thomas looked at Percy, who was worried now that Thomas wouldn't be around for the job they were asked to do by Sir Topham Hatt, which will make him cross if he finds out Thomas didn't make it on time. Percy didn't want his friend to get in trouble; but he wasn't sure how to tell Sir Topham Hatt that Thomas will be off doing something much more important.

"Try to find another engine to take my place. Okay?" Thomas instructed.

"Oh. Okay, I guess," Percy said, upset but compliant.

"Thank you, Percy," Thomas smiled, sincerely. "I promise this whole thing will work out for us."

Chuffing back again, Thomas soon made his way onto Toby's line and coupled up behind Henrietta.

"Ready, Thomas?" Toby asked.

"Ready, Toby!" Thomas called out and blew his whistle.

Toby ranged his bell and the two friends set off to the next station. Percy watched Thomas and Toby make their way down the line until they were no longer in sight. He then looked over to Mr. Conductor struggling to stand on both feet.

"Why Thomas, Sir?" Percy asked.

"I'm sorry?" Mr. Conductor said.

"How come Thomas has to be the one to go through the Magic Railroad?"

"You're worried about him, aren't you?"

"Well, of course I am. Diesel 10 could be in there. If he has Lady's magic and finds Thomas," Percy couldn't finish his sentence.

"It'll be okay, Percy," Mr. Conductor reassured. "Thomas is a brave engine."

But Percy continued rambling on nervously.

"We don't know where those other tracks could go. What if he ends up in a dangerous place?! What if he crashes?! It's not too late for another engine to go, is it? Send me instead!" Percy said, courageously.

"Percy, I know you care for Thomas and I applaud your selflessness, but he's the only other engine on Sodor who's been through the Magic Railroad. This is a job I'm giving to Thomas. I understand the risks, but you should know I would never put Thomas in a situation he couldn't handle or one that puts him in dangers. Thomas has earned my trust and permission in giving up my Gold Dust. He's the only one that can restore some kind of balance to the Magic Railroad."

Mr. Conductor leaned on Percy's buffers to cough his lungs out.

"You're going to have to tell Sir Topham Hatt the importance of this," he said in his raspy voice. "He needs to know what's at stake."

But Percy didn't want to tell Sir Topham Hatt where and why Thomas left. He knew it would only make Sir Topham Hatt cross and get Thomas in trouble. Mr. Conductor leaned up and stepped back onto the grass lawn between some trees and the tracks.

"I have to get back to Shining Time. Give Thomas all our luck if you see him, I'm sure he could really use it," Mr. Conductor coughed away.

"Okay, Sir," Percy said, reluctantly.

He gripped his silver whistle hung around his neck and held it close to his mouth.

"Goodbye, Percy," Mr. Conductor said. "May the Sparkles shine brightly again."

And with that, Mr. Conductor blew into his whistle and used the last of his Gold Dust to teleport back to Shining Time Station. With not much else to do, Percy chuffed back down the line to look for another engine who could replace Thomas come time when they need to do their night job later.

* * *

It took Thomas longer than expected to help Toby find the stations he's supposed to drop his passengers off. It got to a point where there wasn't enough time for Toby to deliver the quarry workers to Anopha. Toby apologized to Thomas for the delay. He felt ashamed to have needed help navigating a line he should be well familiar with by now. When you've been around for a long time like Toby has, memory can have a lasting effect on an old engine. Feeling sorry for Toby, Thomas volunteered to take the quarry workers to Anopha and make up for lost time.

Parked at Ffarquhar station, Thomas coupled up to Henrietta while Toby waited for the passengers to board Annie and Clarabel.

Toby promised Thomas that he wouldn't bug him anymore about his branchline and made a note to familiarize himself on the different stations and track direction. Chuckling, Thomas then assured Toby that he didn't need his help, and that he'd be more than capable of finding his way around Ffarquhar.

"I'm always happy to help my friends, especially since I know my own branch line better than anyone. So, it's no problem for me, Toby."

This gave Toby more confidence. "Thanks, Thomas. I really appreciate that. Most engines wouldn't say I'm capable of doing things like this."

Then Thomas remembered what Mr. Conductor told him.

"You can do anything you set your mind to. It doesn't matter how big or small the job is."

Toby grinned. "You're right, Thomas. I just got to set my mind to it!"

Toby then asked Thomas why he, Percy and Mr. Conductor were all at the Magic Buffers. He had a pretty good idea from what he heard and saw, but still wanted more info regarding the danger of their situation.

"So, is it really as bad as it looks?" Toby asked.

Thomas hesitated to reveal the job Mr. Conductor gave him. But knowing what a wise friend Toby was, Thomas felt comfortable telling him what state the Magic Railroads in and what can be done to fix it. Maybe Toby could even offer some much-needed guidance.

"Lady's gone. We think Diesel 10 might have control over the Magic Railroad. And only by finding Lady and stopping Diesel 10 can we prevent him from taking over the whole Island."

"And that's why Mr. Conductor asked you to find Lady, right?" Toby stated.

"You heard huh?"

"Well, I did see Gold Dust glowing all over you when I approached yah. I guess only an engine carrying Gold Dust can open the portal, which is why he gave you his."

"Pretty much," Thomas said, bleakly.

"We may be in grave danger if Diesel 10 really has gone back to his old ways. I'd take caution when entering the Magic Railroad. Try your best to avoid running into him if possible. There's no telling what he could do with all that power."

"You don't think Diesel 10 has really gone back to being evil again, do you?"

"You'll have to find out when you're in the Magic Railroad. If those rumor over by the Dieselworks are true, then Diesel 10 truly is back and hungrier for Magic more than ever."

Thomas simply sighed.

He was usually one of many engines who was quick to judge a Diesel for being nothing but trouble. But after making friends with some diesels over time, Thomas' opinion of them began to change, even going so far as believing that Diesel 10 was fully redeemable after all the trouble he caused him and his friends.

Thomas only thought Diesel 10 was sent away due to a possible compacity issue over at the Dieselworks. He had no idea Diesel 10 was really just causing more trouble for the rest of the engines, and was ordered to be sent away for his malevolent behaviour. Only, he never left the Dieselworks; and when he did, he went straight to the Magic Railroad to finish a job that he once started a long time ago: the destruction of all steamies.

"I better deliver the workers," Thomas said. "Thanks again for the advice, Toby."

"Just be careful wherever you end up, Thomas," Toby warned. "I imagine Percy didn't support Mr. Conductor's decision to send you through the Buffers. Stray away from anything dangerous for all our sake."

"I will," Thomas said. "Thank you, Toby."

Thomas then chuffed off quickly to deliver the quarry workers before night time could fall.

* * *

After delivering the passengers off Anopha Quarry, it was already late in the afternoon. The sun was beginning to set in a few hours, leaving only a brisk of day light left.

Chuffing down the mainline, Thomas wasn't sure if he should tell anyone else about where he's going or the state of the Magic Railroad. He knew he had to rely on Percy to tell Sir Topham Hatt of his whereabouts, but he wondered if the rest of the engines should know where he's going just in case. Thomas went around the Island looking for anyone to tell. Everyone was either off somewhere else or too busy to talk. The engines didn't want to fail their current job so they couldn't stop for a second to talk. Thomas decided it was best if no one knew about his mission and chuffed off to the Magic Railroad.

After stopping to get some water and coal first, Thomas chuffed on again and followed the same path way him and Percy took this morning to reach the magic buffers. On his way, Thomas passed by a mountain that had a disturbing face sculpted on it. Its smirk sent a chill down Thomas' boiler and the void less eyes frightened him to look away. Thomas deduced that this was suppose to be Diesel 10's work, back when he returned to the island to destroy Lady and take over the Railway. Thomas chuffed on quickly, refusing to look at the former shell he believes used to be the old Diesel 10.

On his way to the buffers, a misty fog began surrounding the tracks to create an eerie atmosphere. Thomas continued puffing down the line towards where the Magic Buffers were located. He arrived finally and stopped a couple feet away from where the Buffers stood. He looked around for any sight of Mr. Conductor.

"Mr. Conductor?" Thomas called out, quietly.

Thomas didn't know Mr. Conductor had already gone back to Shining Time Station. Percy was supposed to tell him this but Thomas never ran into him since then. He knew Mr. Conductor might have gone back to Shining Time Station like he said and so decided to go on without him.

He inched closer to the Buffers, feeling a surge of energy boiling inside him. The portal began flickering with every inch Thomas took. He then backed up far away, so far that he had a good running start from where he's at to where he'll meet the Buffers. Taking deep breaths, building up confidence, swallowing his fears, Thomas started charging towards the Magic Buffers without slowing down one bit. Then a voice caught him off guard.

"Howdy, Blue Buckaroo!" said a rolling Tumbleweed.

"Oh dear!" Thomas said.

Thomas remembered running into the strange talking tumbleweed the last time he went through the Magic Buffers. The magic from the Gold Dust must have personified the tumbleweed with the ability to speak somehow.

"Back for round two in buffersville are we?" The Tumbleweed asked.

"Does that mean," Thomas was about asked.

"It sure is, Little Boy Blue!" The Tumbleweed finished.

Puffing with determination, Thomas continued on towards the Buffers at an increasingly fast rate while the Tumbleweed bounced around and tumbled hectically.

"Now giddy yourself up on down the line and into paradise city. YEEEHHHAAAA!"

Thomas was nearly close to hitting the Buffers and showed no sign of slowing down.

'Little engines can do big things, but I can do anything!' Thomas thought to himself.

Without realizing it, the loud sounds of locomotives passing by with blaring whistles echoed throughout the woods as a portal materializes and opens a golden spiral of glittery sparkles. Within seconds, Thomas found himself puffing though the Buffers, disappearing out of sight and into the misty sphere of sparkling gold. Thomas was no longer on Sodor. He was now on the Magic Railroad.

* * *

 **To Be Continued.**


	5. Chapter 5: This Strange World

**Synopsis: Thomas travels through the Magic Railroad until he finds himself passing through a set of buffers that take him to a place he never could've imagined. With this being his only lead to Lady's whereabouts, Thomas decides to explore this strange new world in hopes that Lady might've also found her way here too.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Equestria High**

 **Chapter 5: This Strange World**

Thomas had his eyes shut upon impact of the Magic Buffers. When he opened them again, Thomas saw he was now puffing down the Magic Railroad. Or at least, what remains of it.

Just as Mr. Conductor predicted, Lady was clearly no longer running the line. There's was nothing here. The line was without any light and consumed in a thick pitch-black ambiance; making it hard to see far a head, where you were going, or even the sight of your hand waving in front of your face. If possible to envision anything in this now gloomy railroad, a tunnel of thorny, woody, lianas vines surrounds every corner of the tracks; leaving enough room like a tunnel for an engine to pass, but not enough to branch out beyond the direction of the tracks due to the hindrance of the sharp thorns poking out of every corner. The only remaining sign of life left within the Magic Railroad was the sound of Thomas' chuffing as he slowly made his way down the line, taking in the desecrated land of magic that once looked bright and cheerful the last time Thomas was in it.

Thomas was anxious to find Lady as soon as possible so that he could restore the Railroad to its former glory and before he ends up running into Diesel 10, a situation he did not want to run into despite how likely the chances of it happening are.

However, Thomas felt something fortuitous about the line. He couldn't feel the presence of anything else on the Magic Railroad other than his own. This became more apparent when a sudden, strange blue light shinned brightly through the thorny walls covering the tracks. The pitch-black pathway before Thomas was now given a glimmer of light to at least make out where the tracks are heading. He didn't know it, but Thomas' connection to the Magic Railroad was more prominent than he realized. With no one else running the Railroad and the power of Gold Dust surging through him, Thomas now has control over the line and possibly it's magic.

"That never happened before," Thomas said pointing out the blue light.

Chuffing down the line, Thomas figured if Lady would end up anywhere, perhaps Muffle Mountain would be the best place she'd be hiding. Last time when Lady disappeared from the line, it was revealed that she was actually being kept safe out in Muffle Mountain.

Muffle Mountain was located in the same world as Shining Time Station, home to Mr. Conductor and his Friends. She was hidden by her caretaker Burnett Stone, the man who built her, trying to repair the damage Diesel 10 caused from the very first time he had tried to destroy her, and almost succeeding to.

'That must be where she is now' thought Thomas. 'If Burnett knew she was in danger, he would have taken her back to the mountain to keep her out of harms way.'

With the blue light making things a bit clearer to see, Thomas continued chuffing down the line until he came upon some track switches. One set of tracks veered to the left while the other loomed to the right. Thomas wasn't sure which track he'd taken before to get to Muffle Mountain. He didn't even remember there were other tracks on the line until he remembered Lady bringing it up. The Magic Railroad used to be just a straight line before too, now there were two tracks pointed left and right. Thomas had to pick a path.

Deciding to chuff down the left tracks, Thomas slowed himself down the more he tried moving straight until coming to a complete stop. Backing up to the crossing, Thomas glanced a head to the right where the tracks lead into a murky pathway. He felt a growing compulsion inside his boiler that leaned him more towards this direction. Not knowing where he is anymore but sure enough to still trust his instincts, Thomas chuffed along down to the right; this time without hesitation or need to go back. Thomas could feel somehow, he was meant to go in this direction.

It wasn't until much later while chuffing down the line did Thomas make out what looked like a pare of buffers stationed straight a head. Thomas charged towards its vicinity, getting ready to make contact with the buffers and whatever was on the other side. Bracing for impact, Thomas whooshed passed the Magic Buffers; opening the golden portal leading him through onto the other side.

* * *

Gradually opening his eyes, Thomas awoke and realized he must have blacked out when passing through the buffers. Thomas could feel the surface he was laying on was rough and uncomfortable. He was shunned by a bright sunlight glaring through his eyes and the sound of birds chirping alerted him that he was outside. Thomas opened his eyes fully blinded by the light of the sun.

As if on some kind of impulse, Thomas raised his hand to block the rays. It wasn't until he sat up on his knees did Thomas quickly figure out something was extremely abnormal about his appearance.

Wide eyed, Thomas slowly looked down over himself. Where normally his eyes would meet his two front buffers from the lower section of Thomas' sights, instead he sees a body being supported by knees bent to keep him in a seated position. Sneaking into Thomas' view were two arms with hands that fiddled about as if acting off the instincts of someone who's just discovered they're in a completely different body not of their own. Beginning to panic, he looked over the arms, the legs, and the facial structures of the face, which thankfully still felt somewhat the same; not a ton, but the eyes, nose, and mouth were still ever prominent on his face. With the addition of visible ears and a soft silky like substance attached on the top of his head where his funnel used to sit. Thomas examined the rest of this alien body; putting together the pieces and concluded he was no longer a Tank Engine, but something entirely out of his element.

Thomas' gripped his face in horror. "I-I'm, I-I'm a, I'm a... PERSON!"

Thomas screamed at the top of his lungs in shock of his new appearance, scaring away a few birds and squirrels near the vicinity. Thomas panted and took a breath after finishing his scream. Feeling the strange sustenance on top of his head he now recognized as human hair, Thomas was still in disbelief that a few minutes ago he was a bright blue tank engine. Now he's every bit as human as Sir Topham Hat. He played around with the long strings of hair until he snapped himself out of it.

"Okay, okay. This is weird," he said hugging himself. "This is completely, without a doubt, most definitely weird."

Noticing that some of his movements are purely out of impulse, Thomas felt he was going to freak out again. He tried calming himself down while remembering he was still on a very important mission. Thomas shook his head and clenched his fist, still freaked out by such a movement he can do without putting thought into it.

"No. I can't worry about this now. I have a job to do and it's all up to me to get it done."

Thomas then looked around to see where he was. He noticed behind him what appeared be a large, crystal clear base of a statue; though there was no actual statue on top for it to be put in place. He reached over to the surface placing his hand on it. Thomas was surprised to see his hand pushing through the statue's base revealing on the other side to be his left buffer. Overwhelmingly baffled, Thomas pulled his hand out from the portal.

"This must have been where I jumped out from."

Thomas continued searching his surroundings. He saw a huge, two story purple building with many large glass windows on the first floor and smaller ones on the second. The front entrance had two glass panes embedded with a Star on the bottom glass pane and a horse on the second level. There were golden gargoyles of horse heads stationed on the very top front of the N shaped structure; one in the very middle above the main entrance, and two on each side of the corners. The front campus contained stairs leading up into the main entrance of the building, the statue base centered on concrete walkways the shape of half a circle with a line through it on fields of green grass, and a sign consisting of two horseshoes, with the center horseshoe placed on its side to resemble the letter C standing just at the sidewalk.

"One thing's for certain," Thomas said. "This place definitely isn't Sodor, or Muffle Mountain for that matter."

Alone, frightened, unsure of where he was but determined to save his home, Thomas mustered up all the courage he could and berried all his worries.

"Mr. Conductor is counting on me. He believes I can do this. I am going to bring Lady home and save the Island of Sodor! And I'm not gonna let minor setbacks,"

Thomas corrected himself after attempting to move one of his legs in order to stand but to no avail, and ends up landing back on his butt.

"Okay, major setbacks, get in the way of my important job. Little Engines _can_ do big things, but _I_ can do anything!"

Feeling better after his self pep talk, Thomas clenched his fist again and raised it in the air.

"So, it's time for this little engine to save Sodor!"

Still on his knees, Thomas used both his arms to reach for the base to his right; grabbing hold and pulling himself towards it. He then climbed up using nothing but his arms carrying the weight of his new body; groaning at every tug of his arms as it became more difficult until bringing himself onto his feet. Standing not nearly as straight, Thomas remained clutched to the base as he was not use to his new body weight yet, causing his legs to wiggle uncontrollably and forcing him to lean on the base for dear life.

In the distance, a man walking his dog watches the strange young boy struggle to stand upright. Thomas sees him and smiled awkwardly and waved at him. The man makes a perplexed face and just walks away with his dog avoiding eye contact with Thomas.

Thomas sighed. "Come on, Thomas, you see Sir Topham Hatt walk around all the time. How hard can it be?"

Thomas soon found out when he launched himself forward, expecting his legs to naturally carry him across campus; like how his arms are able to move without him thinking, or how Thomas now has to turn his head or twist his body in order to face a direction that couldn't be seen through the corner of his eyes.

Instead of strutting along like he's seen people on Sodor do, Thomas falls face first back onto the ground, groaned as the pain swells up.

"Oouuwww!"

He's never experienced this type of pain before. He's been tossed around and such but this was something he had never felt. It was not a good feeling to him at all. He almost couldn't get back up again, resorting to almost giving up entirely by struggling to roll over on his back and just letting himself lay where he is, watching the sun pass through the clouds in the beautiful blue sky.

Thomas couldn't give up though, so he tried again to bring himself back up.

Without anything to support him other than his own two legs and the help of his arms, Thomas got up on one knee then used the other to push himself up, discovering how simple it felt to do so. Thomas tried with all his might to keep himself balanced as much as possible. He imagined how Sir Topham Hatt walked and figured he could try imitating that somehow. Thomas Took one step at a time towards the front entrance. With every step he nearly lost his balance more than once, but wised up and figured out his new legs are also ultimately what keeps him from falling.

At the foot of the steps, Thomas grabbed hold of the railing for better support as he climbs up the stairs. A few people were casually walking towards the entrance as well. The people appeared to be a much younger age but aren't exactly considered kids to the common eye. This confused Thomas as he was still deducing what the purpose of this building was for. They all stare at Thomas while walking up the stairs with ease and opened one of the doors going in. Thomas finally made it up to the top of the stairs and approached the doors nervously, still trying to keep his balance.

"Alright, you know how doors work. This isn't that hard at all," he said, reassuringly.

Reaching for the handle. Thomas pulls on the doors only to have nothing happen. Thomas tugged and yanked at the door but it still wouldn't open. One of the other doors suddenly opened from the inside and out walked two people talking among themselves. A red-faced Thomas realizes his silliness and pushed on the door letting himself into the strange looking building.

* * *

Once inside, Thomas began to get a pretty good idea of where he might be.

As he looked around the building, he could make out a few distinguishable features that support his theory. He noticed some cloth banners hanging from the second-floor railings sporting the letter C and a few with a horse head on it. In front of him was another glass door set leading into a much larger area with long tables and seating. Far ahead to his left near the other set of doors was a glass case with trophies inside. Thomas went up to the case and took a look inside it, still trying not to fall over on the way. Leaning up against the case, Thomas examined the many awards and trophies that were displayed. He could read out a bit of the text written on the plaques; one of them possibly reading the name of this place.

"Is this supposed to be some sort of school perhaps?" Thomas said. "Hmm. Canterlot?"

Thomas looked at the images also on display of some of the people grouped together in a couple of photos. The photos included a soccer team, basketball, fundraising and community projects. Thomas then noted that some of the students here looked a bit off. After backing out of the display case revealing his entire reflection, he saw that he too looked somewhat like the humans here.

At last Thomas was able to get a pretty decent look at his new appearance. His appearance was that of a teenage boy with black shaggy hair, bright blue eyes, and pale blue skin. His attire consisted of a blue and white jersey with a prominent yellow number 1 sewn on the front with red stitching fabric; a sky-blue zipper hoodie over the jersey with the inside of the hood being all red, blue trousers and grey converse with red laces and design. Thomas couldn't believe what he was seeing.

"What kind of person am I supposed to be?" he said, touching his whole face.

He went back to looking at the trophy case and saw what looked like a shiny tiara. Inscribed along the plaque nested behind the crown were names of the winners for Princess of the Fall Formal election. Consistently the only name that's listed was for someone named Sunset Shimmer, who appeared to have won the crown many years in a row.

"Who's Sunset Shimmer?"

He then noticed another name next to Sunset's; one that was recently won not too long ago according to the dates on the plaque. The name read Twilight Sparkle.

"What's up with these strange names?"

Thomas scratched his head only to immediately freeze after becoming freaked out by his impulsive actions.

Suddenly, the loud sound of a bell rings and within seconds the main foyer was flooded with dozens of multi-colored teenagers pouring into the hallways. Thomas shuts his ears when all of a sudden, he found himself tossed and turned about by the many students bumping into him. The people were all brightly colored with unique looking hair styles and attire. They were talking amongst themselves, not paying attention to anything in front of them as they made their way through the halls. Stumbling over himself, Thomas finally managed to escape the overwhelming crowds. He found himself in a hallway that was open enough to better dodge the oncoming groups and individuals speaking all at once. Thomas was confused more than ever over where he was.

Thomas watched the students passing by him, not paying attention to his surroundings. He then found himself bumping into one of them. Thomas nearly loses his balance before catching himself from landing flat on the ground again. The person he ran into nearly stumbled over too before regaining balance themselves.

The person Thomas ran into was a girl. She had long, red and brilliant yellow hair, sky blue eyes and amber skin. She was sporting a cropped leather jacket with orange chevrons on the sleeves of her upper arms, a sky-blue top with translucent shoulder sleeves and bright yellow hem. Teal pants and high heeled boots with a similar orange arrow pattering. This girl was none other than Sunset Shimmer, but Thomas didn't know this.

Annoyed, she turned to Thomas and was about to complain until deciding against it. She quickly switched from being annoyed to confused. Thomas does the same, turning to face the girl he bumped into, hoping they were okay and weren't too peeved. Both stared at each other questionably until the two teens spoke in unison.

"I'm so sorry."

"No really, it was my fault," both say again.

The two paused for a brief second before chuckling together after noticing they were talking in unison. Thomas hugged his arm while looking back at the crowds of people now settling down.

"I wasn't really looking where I was going," He said.

"Got turned around did you?" she smiled.

"I guess so."

Sunset sniggered a little. "Yeah, happens to everyone on their first day."

Thomas and Sunset then stared at each other; neither of them not knowing what to say next. He thought the girl looked strange, then again, Thomas thought everyone in this place looked strange. The humans he encountered looked nothing like the people back on Sodor. Despite their bizarre appearance however, Thomas felt a fondness for this girl upon viewing her a lot more. The girl wasn't sure what to make of Thomas either. She had never seen him before. Perhaps this was her first time seeing him after all the years she's been here. Whatever the case, there was something about him that made her enamored.

She turned her head away, trying to hide her red face the more Thomas looked into her eyes. Smiling to herself, Sunset eyes him without turning her head back.

"We should probably get going."

"Going where?" Thomas asked, tilting his head.

Before an answer was given, an older woman came walking up to them. The woman also appeared differently than how people in Sodor looked. Her hair was long with gradients of pale, light, grayish and pastel mixtures of harlequin, aquamarine, blue, cyan, mulberry and purple. Moderate heliotrope eyes and light magenta gray skin. She wore a pale-yellow blazer with a sun broach over a white and purple shirt, purple pants, pale-yellow dress shoes with darker yellow designs. 'I guess everyone in this world is suppose to look this odd' Thomas thought.

"As much as I encourage new comers to make themselves acquainted, we also don't want to be late for our classes, now do we?" the woman said, placing hands on her hips.

"Oh no, I didn't realize what time it was," Sunset looked at her phone. "I'll make my way over now."

"Alright them," the woman smiled. "Hurry up before the next bell."

"Thanks, Principal Celestia."

Before running off, Sunset shifted back and faced Thomas again.

"I'll, see you around," she waved.

Thomas waved back blissfully. Sunset then took off down the halls until she was no longer in sight. Principal Celestia turned her attention to Thomas and inspected him curiously whilst stroking her cheek.

"Hmm. I don't think I've seen you around CHS before."

Caught off guard, Thomas faced her and rubbed the back of his head.

"Oh, yeah. I'm not really from here."

"Then you must be a new transfer student."

He wore a perplexed face and blinked, not knowing what she meant.

"You did come here from another high school, didn't you?" she asked again.

"Uh, yes. That's right!" Thomas' eyes shot open. "Wait, did you say, High School?"

Celestia nodded perplexedly.

"I'm in a High School?!" Thomas exclaimed, gripping his hair.

He realized his suspicions about this place early were in deed confirmed to be true. There weren't that many high schools back on Sodor and teenagers weren't that common on the island either. Thomas didn't know anything about high school. The only experience Thomas had with school in general was when he occasionally brought children to school on Annie and Clarabel. But high school as on a whole other level.

"Is there a problem?" Celestia asked.

Thomas snapped out of it.

"N-no, I'm okay, miss?" he said, trying to remember her name.

"Principal Celestia."

Celestia reached for a hand shake. Thomas never had to shake a person's hand before. Reluctantly, He accepted her offering and shook her hand.

"It's always a pleasure having new students at CHS. And despite all the excitement lately, it's reassuring to see there are still new comers eager to be a part of the Wondercolt pride."

Not knowing what she's talking about, Thomas just politely smiles as Celestia continued talking while going through some papers on her clipboard.

"I'm sure there's lots of activities that'll peak your interests. We offer the best after school programs. How have you been enjoying classes, by the way?"

"Actually, I just got here."

"Oh. Well aren't we a little behind. No matter, let me just double check a few things and we'll send you off to your first class."

"Um, actually," Thomas was interrupted.

"It's uh, Barry, isn't it?" Celestia asked.

"Huh? Oh, no, my name is Thomas."

Celestia looked over her clipboard as if to double check something.

"That doesn't sound right. I'll check with Vice Principal Luna later and have her fix the names. But right now, we need to get you to class. I'll guide where you need to go for now then have a timetable printed off for you by this week."

"Thanks, but the thing is-"

"And I know just the student who'd be more than happy to give a tour of the school afterwards. I'll even ask if they'll mind showing you to your classes for the remainder of the week."

Thomas tried explaining that he's not actually a student to no visible avail.

"It's just that-"

"Come along," Celestia ordered. "You're already late as it is."

Thomas sighed and slouched his shoulders. "Yes, Ma'am."

He wasn't about to start protesting against authority figures and instead decided to go along with it.

Thomas followed Principal Celestia down the halls, passing by a bunch of lockers and room piling with students rushing in to begin their class. He'd never even been inside a regular school before let alone a high school. The vastness of it all intrigued him to no end. He wondered if the strange compartments are supposedly where people keep their belongings. Continuing on, Thomas made sure to keep up with Principal Celestia. Each turn they took brought them down a new area he was all the more curious to look at. Students spotting Principal Celestia approaching them immediately stopped loitering, shut their lockers, and scurried off to their class before receiving a reprimanding. It was clear from Thomas' point of view that Celestia had a well refined authority.

* * *

The next bell goes off, indicating the start of next class, as Thomas and Celestia arrived at their destination.

"This is it."

Celestia pointed at the door leading into a classroom already filled with students. Thomas looked inside. He felt a bit intimidated by the packed seats.

"Now, this may be your last class for today, but at least attending it should give you a good glimpse at what our school has to offer."

He rubbed his head while looking at the door.

"Okay?" He turns back to her. "But I need to tell you that,"

"Another thing," Celestia, continued.

Thomas slouched in annoyance. His attempts to explain that he's not a student left him unsuccess.

"I know this is your first day and it can be intimidating not knowing where you're going, but try and make it to school early next time. Our students strive to achieve greatness. But in order to do so, they must first learn the importance of arriving on time and giving it their all if they'll ever discover the right path that'll lead them to a brighter future. Think you can do that?"

At this point Thomas was beginning to ask himself if he should be telling people why he's even here in the first place. Would they even believe him if he went around telling people that he's actually a tank engine from a far away land of talking locomotives guarded by a Magic Railway that generates Gold Dust? He didn't want to feel sillier than he already is trying to adjust to his new body. So instead, Thomas decided to just play by the rules if he's ever to get any further in finding Lady. He wasn't looking forward to having classes, but he was determined to see through it no matter what the challenge.

"I sure can!" Thomas said, happily. "I know all about the importance of being on time and really useful. You can count on me to get the job done!"

"Really useful, huh?" Principal Celestia smiled then gently patted Thomas' shoulder, "I think you'll fit in just fine, Thomas."

He smiled back. "Thank you, Principal Celestia!"

Celestia leaned up. "And when you're finished, be sure to meet with your tour guide near the lobby after class. That's down the left hallway where you came in."

"Uh, yeah. Sure thing."

Thomas wasn't so sure if he should have a tour guide showing him around the school. Will there be enough time to search for Lady once he's done? He turned to the door. Before reaching for the handle, Principle Celestia called out to him.

"Oh, one more thing, Thomas."

He stopped a foot in front of the door and looked over his shoulder to Principal Celestia.

"Welcome to Canterlot High!" she said, kindly. "I have a feeling you'll make a great addition to our school. Good luck with your class."

Thomas smiled and thanked her again. With no idea what he's getting himself into, he then opened the door leading into what will be the start of a whole new journey Thomas never anticipated to have on his mission to save Sodor, attending high school.

* * *

 **To Be Continued.**


	6. Chapter 6: Shining Example

**Synopsis: Thomas begins his search for Lady in Canterlot High. But knowing nothing about the people here and where to start looking, Thomas realizes he'll have to learn a lot about what this place is if he wants to find Lady soon. A few encounters with (Hopefully) recognizable characters, and with the aid of his new friend Sunset Shimmer to guide him through the school, Thomas is about to find out what exactly Canterlot High will have in store for him. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls  
Welcome To Canterlot High**

 **Chapter 6: Shining Example**

He didn't know what to expect going into the classroom. Its not as though he's ever been in a classroom before and knows what to do in one. The only thing Thomas could really accomplish is letting the moment carry him through and hope for the best. Otherwise, if Thomas went around trying to act like he knew what he's doing when really, he'd just look more out of place than he already did, it wouldn't work out well for Thomas. He needs to find Lady and Canterlot High was the only lead he had. He'll have to learn how to play by the rules if he ever wants to get anywhere near close to finding out where Lady might've turned up.

Thomas entered the room and found a full class of teens seated at their assigned desks chattering away with each other. As he looked around examining the classroom, he began feeling a little light headed. Thomas had never felt a dizziness quite like this. Worst still, his stomach began curling up when he took note of the people he didn't recognize in the room; no one that he couldn't see passed his glistening vision. He wasn't sick, but perhaps it was one of many internal feelings Thomas never felt before; a combination of fear, anticipation, and the general nervousness when one enters a new environment with complete strangers. But only Thomas was the stranger in this school. Thomas tried to wash out all these feelings and stepped further into the class.

The teacher was sitting at his desk writing some notes. He turned to face Thomas shutting the door behind him and walking into the classroom.

"You're late," the teacher said, sternly.

Thomas felt dismayed. He didn't like being late; even if it was for something he wasn't really meant to be on time for. Already Thomas felt he wasn't on the right track to fitting in at high school.

"I'm sorry. I was lost and Principal Celestia had to help me find this class."

The old teacher sighed. "Very well. I'm Mr. Cranky Doodle. And you're in this class to learn Geography, got it?"

Thomas nearly snickered when he heard the teacher say his name. Instead, he contrasted his response and flinched a little smirk to disguise it as enthusiasm. He was already well aware of the odd names at Canterlot, but this one might almost take the cake. Cranky Doodle pointed to an empty seat close to the back door of the class.

"Have a seat over there. We're about to begin."

Thomas approached the estranged desk as if it was some wild animal. He quickly glanced over how everyone else was seated and tried mimicking their way of sitting, settling down on the chair only to ineptly place himself on the desk much like how a doll would be positioned. Luckily, he wasn't drawing too much attention, as some of the students were mostly talking to one another or playing on little devices while Mr. Cranky Doodle filed some papers on his desk. A few noticed Thomas struggling to sit in his seat however and laughed amongst each other over the silly little boy. Thomas felt embarrassed after finally finding a suitable position to his liking that was similar to the rest of the students. He was already off to a pretty rocky start.

Cranky Doodle got up from his desk and stood in front of the class. All the student suddenly stopped talking and payed attention to their teacher. Thomas wasn't sure what was going to happen next as The teacher began his lecture.

"Today we'll be talking about the many historical landmarks that shaped our town's history as well as their significance and background,"

But as Cranky Doodle went on, Thomas couldn't bother to pay any attention to what's being said. He was too worried about Lady. A clock hung above the door Thomas entered through with the small hand pointed at the two and the larger hand pointed at twelve. He couldn't help but stare at the clock checking the time every five minutes or so while trying to appear as though he's paying attention after Cranky Doodle nearly caught on to his pattern. It wasn't apparent to Thomas how long he would actually be here. For all he knew, this could go on for a good hour, or almost a day even. The only thing he knew was that once this class was finished, he could go and continue his search. Each ticking of the clock felt like it was getting louder, reminding him that time is passing at a rate that wouldn't speed up any faster than he wanted.

Thomas began wondering if he should try and leave early. However, he refrained from doing so every time he tried plucking up courage to walk out or ask to be dismissed. He felt it wasn't right to leave his class early. Thomas knew he had to stick it out until the next bell rang. So, he did. He tried paying attention to what Cranky Doodle was teaching in order to get a sense of what the people of this world learn from their schools. So far, he barely understood it. There were modern terms and name drops of specific locations that where unique to their local and unfamiliar to Thomas. Despite this, he tried his best to understand as much as he could in hopes to at least learn more about the world he's in.

At long last, the bell ranged and the students were dismissed from class for the day. Thomas was the first one who got up, nearly tripping over himself, and rushed out the door. As Thomas walked through the door and out onto the school hallway, he took in a sigh of relief from all the stress building inside him and strolled down the hall. Thomas was sure of himself Lady was at this school somewhere. He thought if Lady also ended up in this world, she could be going to Canterlot High as well. His mission was now back on schedule.

* * *

At this time Canterlot High was pretty much over and the students could go home now that classes were finished. There were some teens however that stayed after school to participate in extra curricular activates such as sporting events, music practices, club meetings, and social gatherings for various recreational purposes. The school wasn't as crowded now as it was when Thomas got caught in the sea of people going to their other classes earlier. Most students have gone home and the ones that stayed behind were already settled in for their after-school activities.

While keeping an eye out for anyone possibly resembling Lady, Thomas passed by some of these students participating in their many hobbies and made a note to familiarize himself with his surroundings and the people in it. And just like what Principle Celestia said, Thomas was getting his first glimpse of what Canterlot High had in store.

One group he saw had instruments such as guitars and drum sticks. A teen boy with blue hair carrying a red guitar was experimenting with different tones by playing consistent riffs while another boy with a purple guitar played along. Thomas had never seen or heard a guitar before. While at first this strange noise was a bit irritating due to never being exposed to such a bizarre sound, Thomas found it rather fascinating the more the blue haired boy got in tune with his guitar and played the melodies smoothly. He couldn't see anyone amongst the group resembling Lady though, so he kept on walking.

Continuing passed the main hall, Thomas runs in to another group of students playing music, only this time it was only one person making the sounds. A girl wearing purple opaque glasses and a set of aqua headphones with a music note on both sides sat on a flight of stairs and jammed on a DJ control console plugged into some small speakers. She was playing another tone of music Thomas didn't recognize and found to be a bit too loud. He didn't mind it too much though as the beat of this strange music felt lively and exciting. Three other girls were dancing to her music. One of these girls had long red hair and a pink bow, another with long hair but pink and purple with a magenta headband, and one with short, darker purple hair. The three girls were having a great time dancing to her music playing on DJ mixer. None of these girls looked like Lady either though. Thomas smiled as he walked by the four girls having fun and went on with his business.

After wondering around and passing by groups of students painting school banners while playing bongos and students leaning on and talking near lockers, Thomas felt as though he was beginning to understand Canterlot High a lot more. He was no where near close to finding Lady, who he had a hard time picturing being involved with any of these groups. It was a wonder if Lady was even in Canterlot High at all. Thomas still continued his search for her however, knowing there was probably more to the school than what he's seeing.

As he went down another hallway, Thomas was startled by the next teen he encountered.

Sitting at a booth was a teen girl with pale blond hair, light grey skin, and yellow eyes. She wore a blue, rolled up sleeve shirt with a yellow tie, a green skirt, and socks with sandals. He realized the girl's eyes were also wonky and crooked.

The girl sat on her chair behind the booth, blinking and smiling at Thomas. Not knowing what to say, Thomas politely waved and said hello. The unusual girl just stared at him still while Thomas uncomfortably grinned back at her. She then handed him a muffin. Thomas stared at the muffin then back at the girl, waiting for him to take it. He chuckled awkwardly before hesitantly accepting it.

"Thank you!" He said, politely.

But the girl then pointed at a sign displayed on her booth. The sign read, 'Muffin Bake Sale. Money towards rebuilding Camp Everfree'. It briefly took Thomas a few seconds to realize he had to give her money for the muffin.

Panicking a little, Thomas searched all over him for any kind of currency that he may be carrying, looking rather silly while checking every surface of his clothing. Thomas never had to use money before and didn't know where he would keep them. He checked under both sides of his sweater, pants pockets and sleeves. Trying to check his shoes, Thomas balanced on one leg while checking the other for any money. The girl quietly giggled to herself watching this strange boy look for money in places people wouldn't carry on them. He didn't have any on him at all and therefore was unable to pay for the muffin.

"I'm sorry. I don't think I can accept this," Thomas said, earnestly.

The disheartened girl hunched her shoulders. Thomas could see she was upset and wished he could do something to cheer her up. But not only did he have no idea where to find money, he was still on a very important mission that he needed to get back to.

"I really am sorry."

The girl looked at him. Thomas nervously glances down both hallways to his left and right then back at her again.

"I'll just leave this here."

He placed the muffin on the table and begins pushing it to the girl only for her to push it back.

"You can keep it," she said. "I like you."

Thomas was perplexed. Then another student came up to the booth. This time it was someone he recognized. It was Sunset Shimmer, the girl he ran into earlier. Thomas was happy to see her again.

"Hey, Derpy. How's the muffin sale going?" She looked over to Thomas and recognized him too. "Oh hey, I've been looking for you."

"You have?"

"Principal Celestia asked me to show you around CHS. I'm your official tour guide for today."

"Oh, right. Thanks, that's very nice of you."

"So, what's up?" she beamed with crossed arms.

Then she noted the muffin on the table and Thomas looking abashed.

"I can't buy the muffin," Thomas said, sheepishly.

Sunset gave him a friendly smirk. Then she reached for her bag, searched through and pulled out some change.

"I'll have one too."

She handed Derpy the money. Derpy gave her a muffin and Thomas grabbed his.

"You didn't have to do that," Thomas said, gratefully.

"I wanted to," She beamed again, "Anyway I can make a new student feel welcomed is always a pleasure."

Thomas looked at the muffin then back at her, smiling with gratitude.

"Besides, its for a good cause. So, wanna start the tour now?"

"Sure!"

Both teens walked off down the hall. Before getting far, Thomas spun back and faced Derpy to thank her.

"Thank you for the muffins," he waved.

Derpy waved back until they made a turn down the next hall.

* * *

"Hey, so, I didn't catch your name earlier," Sunset mentioned.

"My name is Thomas."

Sunset was puzzled by his name. Though Thomas thought the names people had in this world were bizarre enough, it wasn't common for her to meet someone with a straight forward name such as his. Never the less, she was fond of it. She figured it must be a name that was common where Thomas came from.

"Nice to meet you, Thomas. I'm Sunset Shimmer."

Thomas panned to her, "You're Sunset Shimmer?!"

The two stopped walking as Sunset came to a halt.

"Wait, you know who I am?" She asked, anxiously.

"Yeah! I saw your name in the trophy case. You won a lot of awards for that school dance thingy."

Sunset shamefully turned away form Thomas trying not to face him.

There was a time were Sunset Shimmer wasn't always the friendly teen Thomas saw before him now. Her reward for the Fall Formal was a cruel reminder of that. Long ago, Sunset was the most well known and popular girl in Canterlot High, but not for good reasons. She was a bossy bully and told others what to do in accordance to her liking. Nobody objected or told her enough was enough; those that did soon regretted crossing her path. She ruled Canterlot with an iron fist. And because nobody could compete or stand in her way, she won every Princess of the Fall Formal competition every year in a row. When she started being nice to everyone though, it took a very long time for people to forgive Sunset for her actions. Her reputation was almost inescapable. People only knew Sunset Shimmer as the bad girl everyone loved to hate. Now Thomas was aware of her involvement in the Fall Formal and was frightened he'd also learned about the things she did that won her the crown. She couldn't face him knowing if he found out about her past.

"Everyone must really like you If you're able to win that many awards. As much as I try on a regular basis, I don't think I could ever keep up with a reputation quite like that. That must make you a real shining example of this school."

Sunset felt too disgraced about her consecutive years as Fall Formal Princess and continued saying nothing about it. Thomas started to worry until Sunset finally faced Thomas again.

"You could say that," was all she added.

"Wow! Now I'm really glad I met you, Sunset. If there's anyone I want as my friend, it's someone who's nice and kind like you are." Thomas arched his back forward and motioning his arms towards their direction, "Lead the way, Fall Formal Princess."

He then continued down the hallway. Sunset still stood where she was, relieved that Thomas didn't know too much about her past, but ashamed at the same time for deciding not to tell him. Even though Thomas seemed like a friendly person, in order to start off fresh with new students, Sunset would rather Thomas get to know the person she is now and not the power hungry, domineering tormentor she was long ago. Telling someone all that upfront was not a good first impression. Already Thomas was fond of her and Sunset was determined to keep it that way as much as possible.

In short time, Sunset Shimmer sighed then caught up with Thomas.

"How about we check out the cafeteria first."

"Café-what?"

"Don't you know what a Cafeteria is?" Sunset said, raising a brow.

Thomas quickly corrected himself, "I do! I just, didn't hear you at first."

Puzzled, Sunset kept walking and brought Thomas to the school cafeteria. Once inside, Thomas was easily amazed by the large interior. The Cafeteria is one of the largest areas in the school, containing a good number of tables to seat groups of students. The walls are lined with flags bearing the logo of the Wondercolts, the school's logo, and the sports played by the athletic teams. The Café was mostly empty saved for the few students that stayed after class. Staff members in the kitchen were still working to prepare food for tomorrow's breakfast and lunch periods, and a janitor was busting about trying to clean up the remaining dishes and left overs discarded by students.

"This is the cafeteria, obviously. Over there's where we get our food by the counters and behind that is the kitchen."

Thomas looked around the cafe, astounded by its interior. He was so interested in the school, he barely took a bite out of the muffin still resting in his hand the entire time.

"Just a heads up," Sunset continued, "you've never been to a school that served some of the tastiest foods ever other than CHS."

Thomas was beginning to like the cafeteria. Although he's never had the need to eat as a tank engine before, so the thought of the food being really tasty didn't leave much of an impression. He wondered if not needing to eat was no longer the case with the body he's in seeing as how everyone else has to eat. Sir Topham Hatt and other humans or Sodor were seen eating all the time. Thomas only assumed people ate for fun given how decorative food always seemed to look at special events. All in all, he wasn't entirely sure how eating works.

Sunset Shimmer and Thomas left the Cafeteria and toured around the rest of the first floor. Sunset showed him the Gymnasium, a large hall where the school holds its gym classes and school functions. It features a large floor suitable for playing sports, a stage looking out to a set of bleachers, at least two double-door entrances, large windows that faced the school's soccer field outside, and a supply closet for storing equipment and cleaning supplies.

The two then headed up to the second floor of the school. When they reached the second floor, Thomas suddenly thought about when he would need to refill with water. Sunset happily continued showing Thomas the different classes, but he was too preoccupied about where he might find a water tower of some kind. His mouth felt dry and his throat parched. He guessed that must mean he's low on water and is in need of refilling. Sunset noticed Thomas' distraction and got his attention.

"Hey, are you okay?"

"Um, is there a water fountain here?"

"You're in luck. There's one just over there," Sunset pointed to the small grey fountain hinged against a wall.

"Thanks!"

Thomas rushed over for a drink. This was unlike any water dispensers he's seen. The nozzle was tiny and there was no sign of any visible way to dispense water. Thomas looked all over the fountain, not knowing how to turn it on. There was no rope or valve to activate a stream. Confused by his behavior, Sunset walked over to the fountain and tapped one of the side panels to activate the water then lets go. Thomas noted the panels and began taping them repeatedly; amazed by such technology. Looking up at Sunset, still puzzled by his demeanor, Thomas chuckled sheepishly as he probably looked silly playing with the fountain. He then placed his mouth on the stream of water and tried drinking it. Instinctively, he quickly figured out how to drink as a person and continued consuming water for a long while.

"Whoa, slow down there," Sunset warned with a small chuckle. "Don't wanna get too full."

Feeling fully refreshed, Thomas finally stopped and wiped his mouth of remaining dripple with his arm.

"You must have been really thirsty," She smiled, with her arms crossed.

All Thomas did was pretend to scratch the back of his head while grinning at Sunset.

The two continued on as Thomas got to see a good majority of the second floor and some of it's class rooms. They then came across a hallway leading to the School Library. However, upon nearing the doors, they were prevented from entering by the presence of a girl. She had purple eyes, long, light blue and white hair with a star barrette attached, and pale blue skin. She wore a blue hoodie darker than Thomas', a purple dress with blue around the hem and a wand printed on it the front and surrounded in a blue design, and blue heeled boots with purple designs. She was accompanied by two other girls who stood in front of the Library entrance with their arms crossed.

"Halt!"

Thomas and Sunset stopped in their tracks while the girl had her hand held out in front of them.

"You have entered the presence of The Great and Powerful, Trrrrrixie! And now she demands to know, who goes there?!"

"Trixie it's me," Sunset said, irritably. "Now let us through."

"I wasn't speaking to you."

Trixie then panned to Thomas, surprised by her shifted attention.

"So. Who, Goes, There?" She asked, leaning in and poking his chest.

Taken aback, Thomas told her who he is, almost.

"I'm Thomas, I'm a tan-"

Thomas nearly spouted he was a Tank Engine but managed to stop himself from continuing. Sunset looked at him perplexedly and Trixie raised her brow.

"Uh. I'm a, new-student? I'm a new student!" he grinned.

Trixie scoffed. "Well obviously."

"Are you going to let us pass or what?" Sunset asked, impatiently.

She didn't like having to deal with Trixie every time she decided to bother her or any of her friends.

"Maybe I will," she said, smugly checking her fingernails, "or maybe I won't."

"Come on, Trixie. I'm trying to give Thomas a tour of the school."

"Then I guess you'll have to take your silly little tour elsewhere." Conceitedly, Trixie stands firm, placing her hands on her hips. "We're not moving."

The two girls blocking the library doors both grin in agreement. Thomas was cross over Trixie denying them entry for no good reason. He thought about stepping in and convincing them to let them pass but then he looked over to Sunset, who wasn't about to start a confrontation. Thomas remained quiet and only shot her looks of annoyance.

Sunset sighed. "Let's go, Thomas. We'll just come back when they're gone."

Just then, a loud rumbling sound echoed near the students. Thomas and Sunset looked over to Trixie, realizing it was only her stomach making gargling noises. She held her stomach then raised her left hand dramatically in the air.

"The peckish and well famished Trixie is in dire need of Sustenance!" Then her shoulders slouched, "That is, if only I brought my lunch money with me today."

It was then that Thomas came up with an idea, one he hopes will guarantee him and Sunset access to the Library and a chance to prove he can fit in by being nice to the students. After looking at his muffin, Thomas hands it over to Trixie.

"Here, you can have my muffin," he offered, kindly.

"What're you?"

Sunset was about to ask but stopped after Thomas shot a winked, indicating to go along with it. Sunset smirked playfully and allowed him to continue.

"R-really? Isn't that yours though?" Trixie asked, looking at him.

"You look like you need it more than I do. And we can't have someone as great and powerful as yourself feeling low on energy."

She brought her forearms together, overwhelmed by his offer. Trixie wasn't always the easiest person to get along with at Canterlot High. She was often rude and arrogant; often caring little about others. But in truth, all she wanted was a friend. She didn't have a huge selection. Her attitude and demeanor towards others played a part in such. To see this boy offering her his muffin when she forgot to bring her own lunch resonated something in Trixie she never felt in a long time.

"But. That's the nicest thing, anyone has ever done for me."

Thomas beamed. "Well, if you ask me, I think a lot more people should be doing nicer things for you. Seems like that's something you really need as well. Of course, that is up for you to decide."

Overwhelmed, Trixie happily nodded and accepted Thomas' offer. She then gleefully but gently takes the muffin out from his hand. Sunset stepped in next to Thomas and nudged his shoulder, impressed by his approach. Trixie turned away to hide a small glimmer of a tear which nearly dripped down from her eye. Shaking it off, Trixie grabs a purple wizards hat with light blue and yellow stars out of nowhere and places it on her head.

"I, The Great And Powerful Trrrrrixie, grant thee Thomas and Sunset Shimmer permission to access the domain of knowledge! On my behalf, you, may enter!"

Allowing them to pass, Trixie bowed and waved her hat in front of her then backs away to make a clear path. The other girls behind do the same as Thomas and Sunset happily walk by Trixie and her friends, remaining arched forward until they reach the library doors.

"Thank you, Trixie!" Thomas waved.

Trixie waved her hat until the doors shut behind them.

* * *

Upon entering, Thomas was in awe once again as he and Sunset stepped into the schools Library. The Library is an extensive portion of Canterlot that spans at least two stories. The roof has a glass ceiling, allowing for natural lighting to shine in the area. Shelves are arranged in circles along the library's walls, and in the center of the first floor is a computer area for student use. It features the statue of a pony's head on the table in the middle. The two made their way up the set of stairs to get a better view from the second floor. He still couldn't believe how fascinating an interior of a building could really be.

"This school is so amazing!" Thomas beamed, looking over the railing from the second floor to the bottom. "There's just so much to see and do here!"

"Wait til you start getting homework, then tell me it's still amazing," Sunset joked.

She leaned on the railing next to Thomas. He looked over to Sunset.

"I know Principal Celestia made you do so, but I'm really glad you showed me around, Sunset. I have no idea where I'm going in this place and you've made that a lot easier now."

Sunset turned to him. "I wasn't just told. I wanted to give you a tour. If it meant helping someone out, then it was no problem at all. It is the best way of meeting the new comers piling in recently. Anyways, I'm glad I volunteered. You're a sweet guy. A little strange, but I still liked hanging out with you."

"Oh. Thank you, Sunset," Thomas said.

"Don't mention it," She smiled. "Besides, your tour of CHS is probably the best one I've given so far."

"Really?"

Sunset nodded. Thomas scratched his head and chuckled politely, he didn't know what to say about her comments. The two stood by the railings for a while looking down on the bottom floor both thinking away about different things going on in their lives. Sunset turned to Thomas again.

"Hey so, my friends and I were gonna meet after school and hang out for a bit. I don't suppose you'd like to join us? That is, if you're not busy or anything."

Thomas looked at Sunset. He had only known her not even a day and she was already inviting him to meet with her friends. Thomas had figured he wouldn't be in this world long enough to have already made friends with someone. This made him feel special in a way. This girl seemed to rarely ever invite someone she gave a tour with to meet her close friends. Thomas loved meeting new people and to hear Sunset had other friends she liked to introduce him to was riveting.

"I'd love to!"

Sunset smiled. "Great! We're pretty much done our 'little tour'. So, how about we start heading out now?"

She leaned up and walked towards the exit while signifying him to join her, to which Thomas eagerly followed suite. The two friends exit the library, made their way down the halls and headed towards the main entrance of Canterlot High to step out into the courtyard.

"You're going to love meeting them," Sunset said. "I could never ask for a better group of friends than the ones I have."

"If they're friends with you, then I can already tell we'll get along just fine."

* * *

 **To Be Continued.**


	7. Chapter 7: Meeting The Girls

**Synopsis: Thomas meets Sunset Shimmer's friends. Twilight Sparkle, Rainbow Dash, Pinkie Pie, Applejack, Fluttershy and Rarity all introduce themselves and invite Thomas for a trip to each of their favorite locals.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 7: Meeting The Girls.**

It was mid afternoon at Canterlot High. Twilight Sparkle and the others were waiting for Sunset by the Wondercolt Statue in the center of school's campus. Rainbow Dash played with her soccer ball by kicking it up in the air and balancing it on her head. Rarity was brushing Fluttershy's hair while she cuddled with some animals she sneaked into school. Applejack and Pinkie Pie were in the middle of a card game, and Twilight Sparkle worked on tweaking her tracking device, and trying to decipher what made it turn gold when it's blinking light was suppose to be pink.

The six friends didn't mind the wait. New students have been coming to Canterlot High over the past few months and Sunset Shimmer volunteered to show them around the school. So, the Girls knew she was going to be a bit late to their meet ups for a little while and didn't fuss over her not showing up. They all spend a lot of time with each other regardless. It wasn't like missing out on one meeting was a big deal. Sunset was busy, and her closest most trusted group of friends respected her to arrive as soon as she's able.

Finally, Sunset Shimmer arrived but with a student wearing almost entirely blue colored clothing and sporting a number one jersey. This student, the mane six of Canterlot High will soon come to know, was Thomas.

"Sunset, you made it!" Twilight said, looking up at her.

The Girls all paused what they were doing and turned their attention to Sunset and Thomas. Twilight turned off her tracker and puts it away in her backpack. All six got up and gathered around the two, quickly realized there was a new face in the group.

"Sorry I was later than usual," Sunset said.

"No problem!" Rainbow Dash said. "We knew you we're giving another new guy a tour of CHS."

"And am I'm right to assumin' this here feller is the new student that was givin' said tour?" Applejack asked while inspecting Thomas.

"You bet," Sunset said. "Everyone, meet Thomas."

The girls collectively and happily said hello to Thomas.

"Hi, everyone!" He said. "It's really nice to meet you all."

"It's nice to meet you too. I'm Twilight Sparkle."

"Hi, Twilight," Thomas said, accepting her hand.

It wasn't as abnormal to be shaking other people's hands to Thomas the more he started doing so. It was unusual to be contacting so many different surfaces that he couldn't feel before as a tank engine. It continued feeling odd regardless of how quickly Thomas got use to it.

"So, what brought you to Canterlot High?" Twilight asks.

"Oh, uh. You know, for the stuff you learn," Thomas said, sheepishly.

"Hey, nice soccer jersey," Rainbow Dash said, inspecting his jersey. "Huh, number one. I like it!"

"Really? Thanks!"

Rainbow Dash dropped her ball and placed her foot on top of it.

"I'm Rainbow Dash; The captain of pretty much every Wondercolt sports team. You name it, I'm in it."

Thomas was impressed. It must be a lot of work for someone to be in charge of so many different sporting groups. He was curious as to how she's able to keep up with it all. Unlike Rainbow Dash, he doesn't actually know how to play soccer; nor did he know that what hes wearing was in fact a soccer jersey.

"So, Thomas, you play at all?"

Rainbow Dash juggled the soccer ball with her feet when suddenly she kicked the ball straight into the air. It landed back down on the ground near her feet, but not before falling on top of Thomas' head. It didn't hurt so much, but the impact was surely strong enough to feel the force of it landing square on his noggin. Thomas expressed a small glimmer of pain while rubbing his head.

"Ops. Sorry about that," She said, apologetic.

"That's okay." Thomas finished rubbing his head, "So, what are the rest of your names?"

Popping into view out of nowhere, Pinkie Pie rushed over to Thomas, grabbed his hand and shook it vigorously.

"HI! I'm Pinkie Pie! Do You Like Parties And Eating Sweets? If So, Then We Should Be Party Pals!"

Thomas was too woozy to respond until he quickly regained consciousness after shaking his head.

"I like parties too! We have a lot of them back where I come from."

Pinkie Pie gasped and grinned massively, "Really?! Do You Have Them All The Time?"

"Well, maybe not all the time. Just on special occasions."

"So, Like Birthdays And Holidays?"

"Exactly. I help deliver goods needed to organize a party. Once everything is set up, people come to celebrate for that special event and have a great time doing so."

"That Sounds Like So Much Fun!" Pinkie hopped with excitement.

Applejack approached Thomas next.

"Howdy, Thomas. Name's Applejack."

"Hi, Applejack," Thomas said, happily.

He could feel Applejack's hand firmly grasping his with her grip fully enclosing it.

"Wow, that's a strong hand you got."

Applejack chuckled. "Better be, seein' how I work on a ranch. Gotta keep up mah strength if I'm pickin' apples all day, yah know?"

Thomas nodded.

Similar to how he owned his own branchline, Applejack has her own ranch for picking apples and other such sustenance. There were many farms on the Island of Sodor. Thomas would sometimes deliver goods trains to different farming areas and dropping off different farm animals. This was something he could really relate to. It was becoming apparent that there were people in this world who work just as hard as he does.

"You must be a hard-worker yerself, am ah right?" Applejack said, leaning on his shoulder.

"I sure am," Thomas said, "I'm always hard at work every day. And I never stop until the job is done."

"Really?" Twilight said, "You don't take breaks or something like that?"

"Sometimes I do, but I'm not useful doing nothing. Work is really all I've ever known."

Thomas paused before he allowed himself to go on. He wasn't being careful and almost let it slip that he was a tank engine.

Applejack chimed back in. "Well, I'm a huge supporter over the idea of workin' hard and stayin' busy, but it's also important to be sure you're makin' time fer yerself, even more so, spendin' that time with good friends. Just somethin' you oughta keep in mind if work becomes too over bearin' for yah."

While the girls were introducing themselves, Fluttershy had been standing aside and trying to build up courage so she could talk to Thomas. She took very small steps towards him until she finally caught his attention.

"Um, hi," Fluttershy said, innocently.

She wasn't looking directly at Thomas. Instead she switches from kinda glancing at him to staring at the ground and avoiding eye contact.

Thomas turned to her. "Hello. Who are you?"

"Um. I'm, uh, F-Fluttershy," she said, very quietly.

"What was that?"

Fluttershy hesitated a little.

"Fluttershy," she said again, raising her optics only a smidge.

"I'm sorry. I can't really hear what you're saying."

"Fluttershy," she muttered.

"Did you say, Fluttershy?"

She nodded gently. Thomas smiled. He took a wild guess why she was called Fluttershy. Then he kindly extended his hand to shake hers.

"Well, it's nice to meet you, Fluttershy!"

Fluttershy looked at his hand then directly at Thomas, making complete contact with him this time. Fluttershy usually had trouble talking to or approaching others due to her excessive shyness, which is usually why she's seen mostly with just her friends and not anyone else. However, she could tell by looking at Thomas as he happily stood there waiting to accept her offering that there was something friendly and inviting about him. He didn't appear very intimidating and instead presented a worm, welcoming impression not often seen as frequently as she should.

Looking back at his hand, Fluttershy smiled and accepted his offering.

"It's, nice to meet you too," she said, now relaxed.

Then Rarity approached Thomas. "And I'm Rarity; The most fashionably fabulous girl you will ever meet."

"Wow, Rarity. Great to meet you."

Thomas offered her his hand. But instead of a normal handshake, Rarity held Thomas' fingers and gave him a queen's fingertip.

"Charmed." Rarity let's go then examined his outfit, "Although, that's the least I could say about your fashion sense."

"My fashion sense?"

Thomas held the collars of his hoodie and looked over his appearance, assuming that's what she was pointing out.

"Don't take this the wrong way, darling, but the combination of clothes you're wearing simply does not go together at all."

"It doesn't?"

Rarity shook her head. "That jersey with those trousers and sweater are not the kind of clothing meant to mix with one another. I wouldn't even dare put them in the same wardrobe."

"Oh," Thomas said, a little displeased.

"Not to worry, dear. Stick with us and I'll have you sporting a far suitable attire. One that's sure to advocate a new sense of style and establish your residence in Canterlot!"

Everyone else simply rolled their eyes while smiling.

"Speaking of which," Sunset added. "How about we take Thomas to the Canterlot Mall? We were going there later today to check out some of the new stores they have."

"I'm not entirely sure the boy wants to be dragged around by seven girls to a bunch of borin' old clothing stores," Applejack said.

"We don't have to just go to clothing stores," Rainbow Dash said. "There's other places in the mall we can show him too. Like my personal favorite; Sports Galore!"

Pinkie bounced around Thomas while going on about the many stores they should to visit.

"Oh, And The Sweet Snacks Café, And The Party Shoppes. Oh Oh Oh, And The Joke Shop, You're Going To Love The Joke Shop!"

"And I know just the place to find you some new duds and replace this old shabby getup," Rarity said, brushing off Thomas' sweater collar.

"We can grab something to eat after we're done looking around too," Twilight suggested.

Fluttershy chimed in. "Um, I'm not sure how much you like animals, but, um, there's an animal shelter we can visit and look around as well. If-if you want to, that is."

Everyone turned to Thomas.

"What do you say?" Sunset asked. "Up for a little day trip to the mall?"

Thomas had never been to a mall before. Admittedly, he didn't know what a mall was. , he could only assume it was a place people went to shop for goods from over hearing their conversation. While he was mostly right in a sense, a shopping mall was on a much larger scale than any small shop or market businesses back on Sodor. Instead of being confused over what the Canterlot Mall was, Thomas was curious to see what it is. The Girls made it sound as though it was a wondrous place.

"Sounds like a lot of fun. Count me in!"

The girls all cheered.

Rarity squealed, "You're going to look so fabulous!"

"What are we waiting for?" Twilight laughed, "Let's get going."

Thomas and his new friends went off to the Canterlot Mall.

Suddenly, as the others walked a head and talked among each other, Twilight Sparkle stopped in her place. She had heard a noise that sounded like someone climbing over a fence. Twilight turned back around to see what it was. Out of the corner of her eye, she noticed something hiding near the far end corner of the school building. Within seconds, a shadowy figure that stood barely visible to the common eye vanished behind the buildings fence and blended in with the shadows. Twilight anxiously adjusted her glasses to examine the corner. She refused to go over and check but curious as to who the shadowy figure was.

"Twilight, you coming?" Rainbow Dash called.

"Yeah."

Twilight took one last look over her shoulder for even the slightest movement before catching up and rejoining her friends.

Around the corner of the school building, a mysterious figure peered through the fence again, watching Thomas, Twilight and her friends make their way down the streets of the suburban neighborhood; unknown to them that they were being watched not only by one, but another mysterious character who also came poking up against the fence. They stood there for a long while until the eight friends were no longer in sight. Then, the two figures disappeared deep within the shadows, presumably on their way to follow the group.

* * *

Canterlot Mall was the main and only shopping mall in Canterlot. The two-story shopping mall had virtually multiple stores and kiosks possible, and is usually a central hub for most teens who want a place to hang out after school or during the weekends. Among these stores and areas included the Aunt Orange Smoothie Kiosk, a fabrics store, a movie theater called the Flixiplex Cinemas, and a food court. There was also a large water fountain in the center of the first floor and television monitors throughout the building.

This was Thomas' first time going to a mall. He was unsure of what to expect, but still excited to explore this place regardless. Anywhere new and interesting was always a place Thomas didn't mind exploring. There are always new things to discover and going to Canterlot Mall is one of those experiences Thomas was eager to take part in.

The group all arrived at Canterlot Mall. As they stepped in, Thomas was was absolutely astonished by the enormous interior. The mall had two floors filled with hundreds upon hundreds of shops on each floor. Stores include a multitude of fashion and clothing boutiques, food restaurants, electronic stores, sporting, cosmetic, candy and other fun little places. Thomas observed every section Canterlot Mall had in amazement as he and the Girls made their way to the first clothing shop. He had never seen so many markets in one single, giant area. There were so many shops Thomas had never seen before that he wanted to explore them all.

Twilight Sparkle was walking next to Thomas as she saw him taking in everything.

"You're almost acting like this is your first time in a mall or something."

"That's because it kind of is, actually," Thomas admitted.

"Really? You don't have shopping malls where you're from?"

"Nope. Nothing like this."

"So, what place did you come from that didn't have a huge shopping outlet?"

"Oh, you know. Somewhere less crowded," Thomas said, noting the large number of people passing by.

"You must be from out of town then I'm assuming?" Twilight said.

"Yeah, I guess you could say that."

"Neat! I have a friend who lives out of town too. I mean, he's more than a friend. I-I think? We're very close, is what I'm trying to say. Heh-heh," Twilight chuckled while awkwardly grinning.

Thomas looked a Twilight, confused over what she meant by saying they were more than friends. 'What's more to being a friend then just being friends', he thought to himself.

"Anyways, there isn't a mall close enough that he can go to because he lives pretty far away. So, he missed out on a lot of experiences going to one."

"Looks like I'm not the only one. I mean, everything is just all so new. I'm not sure I even know anything about what this place might have. It's all, different; like on a much larger scale."

"Well, even though this is your first time, I can already tell you're going to love our city."

Twilight Sparkle and Thomas shared friendly smiles as they continued walking on with the rest of the gang.

* * *

At last, they arrived at a one of the fashion boutiques. Before Thomas knew it, Rarity had grabbed him by the arm and dragged over to a nearby mirror, almost tripping over himself until he stood in front of it. Some of the girls giggled while watching Rarity already bringing over stack of clothes picked out for Thomas to try on. A good majority of the them were all blue with a few red designs which he seemed reassuringly happy about. He was proud to be a blue engine and didn't want to have any other color replace his iconic blue scheme. He was also glad to see that Rarity appeared to thought the same. Rarity continuously hung up a piece of clothing in front of Thomas, switching between a pair of pants, shirts, or another hoodie, jacket, and even buttoned shirts. Each piece of clothing she hung Thomas seemed to like, but Rarity shook her head the more the next pair of clothing didn't match or came off less vibrant than she hopped it would. Finally, Rarity found a combination of clothes both her and Thomas agreed upon. Rarity then scooted him into the changing stalls.

After a while, Thomas came out sporting his new stylish set of clothes. It wasn't that much different from what he wore minutes ago, but enough that would now present him as a fully-fledged resident of Canterlot City. He wore another blue hoodie that was slimmer than the last one, a blue polo shirt with white stripes and the number 1 placed to the side of the front this time, and a pair of simple but vibrant blue jeans. Everyone marveled and praised his new look.

Even though Thomas didn't know much about fashion, he does know how important his appearance can be and to see his new friends admire his new look reassured Thomas that he really must have looked splendid. He turned around to look over his attire in the mirror, admitting to himself that he didn't look half bad. Rarity was able to compromise with Thomas when he insisted on keeping a shirt that bared the number 1 on it, so she found him one that looked great and made him stand out. There was no way Thomas was walking away without his signature number.

* * *

Once they finished, the group went to look around other clothing stores. Then they branched out and started checking out the other outlets. Some of the stores the girls brought Thomas to were ones they worked at. Rainbow Dash brought Thomas to a sporting store and showed him all of the different game equipment. She showed him kick balls, hockey equipment, Badminton and tennis rackets. Rainbow Dash tried teaching him how to use a basket ball by showing off a few tricks. Thomas tried replicating what she did only to mess up a few times, resulting in some trip ups, wipe outs, and some property messes. Thomas and Rainbow Dash simply laughed it off, knowing he's got a long way to go before he can become any good at handling a ball.

Fluttershy took Thomas to an animal shelter where he got to see a large number of happy animals that were safely kept their enclosures, and waiting to be adopted one day. The two went through the whole place and looked around at all the different animals. Fluttershy even allowed Thomas to pet some dogs and cats. She even handed him guinea pigs, birds, bunnies, and a few reptiles to hold as well. This was the first time Thomas held any sort of animal. It was a pleasant experience, one he could never fully have experienced being a tank engine. He could now hold them with his hands, feel the weight in his arms, and the compare the contrasting hides and scales each animal had. Fluttershy was delighted that Thomas had an interest in animals, and seeing how gentle he was in handling each one was comforting for her.

After Pinkie Pie dragged Thomas to all of the candy and chocolate stores, handing him different samples of chocolate and sweets to eat, she takes him to the Joke Shoppe and shows him a whole collection of items people use to play silly pranks on each other. Thomas was worried about the kind of harm these toys can make until Pinkie assured him that they were all harmless. He soon took her word for it and joined in on the fun. The two had a fun time playing with various items such as joy buzzers, whoopee cushions, and a snake can which startled Thomas at first but then bursts into a hysterically laugh along side Pinkie Pie.

Twilight Sparkle brought him to the tech department and showed Thomas the large number of devices and electronics, all of which looked very alien to him. They didn't have this kind of technology back on Sodor. Thomas didn't know what to make of it, but was curious regardless, even though Twilight's explanation of each device still left him head scratching. Some of the girls noticed this and giggled a little. They knew Twilight can sometimes over explain things in a complex approach that not everyone can catch on at first, and thus often needs simplification. This didn't make much of a difference for Thomas though.

* * *

By a certain point, everyone was getting hungry and agreed to get something to eat. They each bought their own meals and sat at a dining table in the food court. Thomas couldn't get anything because he didn't have money to purchase food. He was the only one without something to eat.

"You didn't get anything?" Sunset asked.

Thomas shrugged his shoulders. Sunset remembered that Thomas couldn't even buy a muffin earlier.

"Lucky, I bought an extra burger just in case."

Sunset placed a green tray on the table in front of him. Thomas took the burger, not really knowing what he was holding. He thought he knew but Thomas had never seen food like this. Thomas hesitated to take his first bite at first. This was the first time he was about to eat anything. Slowly, he brought the burger closer to his mouth after receiving weird looks from some of the girls. He took a bite and began chewing. Thomas' eyes widened. He didn't know what tasting or eating felt like until a rush of flavors scattered his mouth. Thomas took another bite, and another, and another. The more he did, the more he enjoyed each bite.

"Don't tell us this is also your first time eating a burger?" Rarity asks.

Thomas nodded as he blissfully continued eating.

Rainbow Dash chimed in. "So let me get this straight; you've never been to a shopping mall, haven't played a single game in your life, doesn't understand how cellphones or computers work, and you haven't eaten burgers before? This town you came from must live in a pretty small box if they don't have all the things we do."

"Probably lives near the country side," Applejack said. "Folks over there don't exactly have the same type of luxury. Besides, it's not that uncommon if he's never eaten a single burger before."

"She's right. I only eat veggie burgers," Fluttershy said. "Which is kinda similar, except, you know, there's no meat in it."

Pinkie Pie gasped. "Have You Never Even Ate Chocolate Before?!"

Thomas shrugged his shoulders.

"Do you eat anything? At all?" Rarity asked.

"Of course, I do," Thomas stated.

Panicking a little, he surveyed all the other meals the Girls were eating and tried making out one he recognized until spotting an red apple on Applejack's tray.

"Um. I eat, uh. Apples!"

Applejack smiled. "Now this one has good taste."

"Um, I just wanted to know, if you don't mind me asking," Fluttershy asked. "But, um, where exactly did you live before coming to Canterlot High?"

Thomas froze mid chewing. He stared at the seven girls, all curiously waiting for an answer. Now he was in trouble. Although he really wanted to tell his new friends all about Sodor, Thomas knew it would sound completely bizarre if he just told them that the place he comes from is a land filled with talking trains, and that he himself was one of those talking trains. But, Thomas didn't feel like lying to any of them either. He was stuck in a precarious position, until he came up with an idea. Thomas wasn't going to tell the truth, but he wasn't going to lie about his origins either. Everyone was waiting for a response. And so, Thomas gave them one. He swallowed his burger and reluctantly old everyone all that he allowed himself to say.

"I uh, lived on the Island of Sodor," he spouted out.

Everyone shared confused looks before looking back at Thomas.

"The Island of what-now?" Applejack said.

"Sodor. It's an island not too far from here."

"You live on an Island?" Rarity said.

"Uh-huh. Me and my friends live there and work day to day by keeping everything running right on time. It's a lot of fun really. Though it does get a little too busy, especially very recently. But, we each get our own special jobs, which makes us feel very important."

"Like Organizing Parties!" Pinkie Pie said.

"That's right!"

Everyone seemed impressed so far. Thomas smiled at the Girls all sharing collective nods and murmurs.

"So, what jobs do you have there?" Twilight Sparkle asked.

Thomas was stumped. There wasn't a job he could think of that didn't involve pulling passengers or a goods train. He looked around the mall again to see if an answer will come to him. He then saw what looked like a mail man carrying a bag of letters.

"Sometimes I'm asked to pull-I-I mean, deliver the mail, from time to time," Thomas grinned, meekly.

Before anyone could ask more questions, he interrupted, seeing them look suspicious.

"On a bicycle. Along with my best friend Percy. Him and I deliver them at night so everyone can get their mail in the morning."

"Sounds like you've got a pretty busy plate," Sunset commented.

"At least you have friends helping out too," Fluttershy said.

"It sounds exhausting is what it is," Rarity said. "Don't any of you ever get tired of all the work you have to do?"

"Well, like I said earlier, I'm not really useful doing nothing unless I'm working. It's what makes me and my friends feel important. So, we push ourselves to be really reliable and get the job done no matter what. When someone asks you to help out, you're committed until it's done. That's what makes you a really useful, uh, person."

"Wow, Thomas. I like your determination," Sunset said, bumping him on the arm with her fist.

"Totally," Rainbow Dash said. "I don't know many people who are that dedicated to working hard at their jobs."

Applejack cleared her throat and glared at Rainbow Dash.

"Oh," She said, bashfully. "Other than Applejack, I mean."

Everyone shared a collective chuckle. Thomas was happy to see that the Girls were liking his story so far, and relieved they weren't looking into it too much.

Twilight chimed in. "I'd still take Applejack's advice and not make working all you care about. Your friends are just as important and having them by your side is the best feeling you could ever have. I wouldn't trade my friends for anything in the world. In any world. They'll always be there to pick me up when I'm down and bring out the best in me. And that kind of bond is irreplaceable. Think you can do that?"

A blissful Thomas nodded and went to take the last few bites of his sandwich.

Suddenly, he started feeling light headed. Strangely enough It was the same feeling he had when he first walked into his classroom. Only this time, it isn't a feeling that was just coming and going. His eyes felt heavy and his vision was blurred. He could faintly hear one of the girls calling out his name but couldn't identify which. He tried to stay up and alerted but the sudden weight of his body dragging on him was too much to fight back. He swayed back and forth trying to keep himself balanced. For a brief glimpse he could see some of the girls getting up and running over to him before abruptly falling out of his seat and onto the ground, blacking out completely.

* * *

 **To Be Continued.**


	8. Chapter 8: Friends In Danger

**Synopsis: Something strange is happening to Thomas. With no idea what it could be, The Girls were still determined to help Thomas as they try to figure out what caused him to black out. Meanwhile, James is finally assigned to pull coaches, but with another engine's assistance to ensure a safe and quick journey.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 8: Friends In Danger**

"Thomas? Thomas!"

Sunset tried vigorously to shake Thomas awake to no avail; he was completely out cold. Sunset Shimmer and her friends were all eating dinner after a fun trip to the mall. They spent most of the day shopping around for new clothes and showing Thomas the unique stores that Canterlot Mall had. While eating his first ever meal, Thomas all of a sudden started feeling woozy and passed out on the floor. The Girls gathered around him wondering why out of nowhere he just collapsed from his chair.

"What's wrong with him?" Twilight asked.

"I don't know," Sunset said anxiously. "He was fine a moment ago!"

"Is he sick?" Fluttershy asked.

"I hope not."

Sunset looked over Thomas for any sign as to what might've caused him to blackout. Her forearms locked together as she grew more worried for him.

"We should call the hospital," Rarity suggested.

"First we need to get him out of here," Sunset said pulling him up.

She grabbed Thomas' left arm and wraps it around her shoulder while struggling to stand and carry Thomas. Applejack tagged in and grabbed his right arm and wraps it around her shoulder.

"Where are we taking him?" Rainbow Dash asked.

"We'll take him to my house then call the doctor," Twilight Sparkle said.

"You're alright with that?" Sunset asked.

"Kinda have to!"

Rarity gasped and pointed to Thomas' sweater. The Girls looked where she was pointing and were all shocked to see a very unusual sight even for them. Thomas' sweater turned a much darker shade of blue and was peeling off stitches of fabric along the seam, damaging and leaving ripped shreds, which hung loosely off his brand-new slim sweater. The dark blue coloring manifested from the sleeves and was spreading all through out his arm while turning even darker the more it slowly covered the rest of his body. Everyone looked at each other, worried and confused beyond thought.

"I don't think a doctor is gonna be able to fix that," Fluttershy said.

The Girls knew then that something strange such as this isn't just a simple illness, but the work of terrible, manipulable magic.

"We have to hurry," Sunset said, determinedly.

* * *

The Girls left the mall in a flash, barging through the front doors and sprinted across the parking lot and city streets. Thomas was still unconscious as Sunset and Applejack hastily carried him through the suburbs of Canterlot with everyone else sprinting close by while keeping an eye on him. The dark shading slowed a little but was still covering most of his body. Thomas' sweater was completely dark and torn up at this point. The shading had moved on to his pants and shirt, tearing out holes and ripping the fabric seam by seam.

"Why is this happening?" Twilight asked. "What kind of magic could do something like this?"

"It must be some kind of dark Equestrian magic," Sunset said.

"What If It's That Other Magic Source We Spotted Earlier?" Pinkie Pie asked.

"Whatever it is, it's eatin' away at him!" Applejack shouted, noticing the dark shade nearly covering most of his striped shirt.

The gang weren't that much further from Twilight's house and hurried at a consistent pace. Sunset started getting tired so Applejack continued carrying Thomas, showing no trouble of hauling him the rest of the way as she grabbed his legs and held Thomas with both her arms. At last they made it to Twilight's place. The girls rushed Thomas upstairs to Twilight's room and laid him down gently on her bed. Sunset took off Thomas' sweater hoping that would slow down the effect. But upon removing it, she saw Thomas' skin was now almost all pale. What was once a boy with light blue complexion, had little to no blue left on him with his skin now just being a shade of milky white.

"Hey, what's going on?" Spike asked.

He was sleeping in his bed when the gang barged in and woke with a yawn and a stretch. Spike got up and noticed someone he didn't recognize placed on Twilight's bed. He wasn't caught up to speed yet on why the girls were rushing in a complete stranger into Twilight's room. It wasn't until he noticed that the boy was not in the best of shape and nearly all of his clothes torn to shreds did Spike at least have a feeling as to why.

"Whoa, he's not looking so hot," Spike said.

"We know," Twilight said. "He was fine when we were at the mall, but out of nowhere he just collapsed and now this shadow thing is tearing him apart."

"The worst part is we don't know what's happening to him or what's causing this," Sunset said, nervously.

"Is it not Equestrian magic?" Spike asked.

"Ain't never seen Equestrian magic do anythin' like this," Applejack said.

Sunset agreed. "While I was Celestia's student I studied a good amount of how dark magic can manifest, but nothing I know from Equestria could ever do this kind of damage."

The Girls all stared frightened and worrisome at a comatose Thomas, laying motionless on the bed while looking more and more sick with each shade of dark blue overlapped him and his clothes.

"What are we gonna do?" Rainbow Dash said. "If we don't figure something out, who knows what's gonna happen to him."

Sunset hesitated to answer, she had no idea what to do. Then she thought of an idea. Placing her locket contained Geode Crystal around her neck, Sunset sat on her knees by the bed near Thomas, ready to grab his arm.

"I'm gonna try and see if reading Thomas' thoughts will tell us anything."

"Are you sure that's a good idea?" Rarity asked.

"So far."

Slowly, Sunset Shimmer reaches for and grabs Thomas' left arm. Her eyes glowed snow white as her sights peered into the inner thoughts of Thomas' membrane. Through this vision, all Sunset Shimmer could see was fire, nothing but the illusions of scorching flames surrounding every area of the image. Everything was red. No other color can be seen under the many shades of darkened red that bathed this land. Next, she heard a maniacal laughter growing louder and louder until it was close enough to deafen her. The laughing echoed all around her becoming unbearable to hear. She visibly saw an abstract figure but couldn't identify what it looked like. All Sunset knew was that the relenting laughter came from them. The figure got closer and closer to her, but no matter how close they got their face was buried in a dark shadow with only their piercing, voidless eyes clear as day. As if a strong force of will was fighting against hers, Sunset felt herself being pushed away, presumably by the force of nature behind this awful laughter. She couldn't fight back against this power, this torturous laugh, and grating heat radiating off the land anymore.

Hearing a loud bang and a powerful surge streaming all over her upon loosing contact, Sunset was pushed out of Thomas' consciousness, thrown back across the room and against the wall. The Girls called out to Sunset as they ran over and helped pull her up to her feet. Sunset was weary but recovered quickly. The impact banged her up a little but at the very least was practically left unscathed. The magical surge that pushed against her was still tingling about her arm and head.

"Are you okay? What did you see?" Twilight asked.

Sunset shook her head. "It's not good. Someone or something is hurting Thomas, and they're enjoying it a little too much."

"What could it be?" Spike asked.

"I still don't know," Sunset slouched.

Sunset thought she would be able to find something that may be hurting him, but got nothing in terms of any solution that she was hoping for. Twilight knew they had to do something and began initiating tasks for everyone to carry out.

"Alright, There isn't much we can do now except try and see if we can combat this thing. At the very least, we need to make sure Thomas is cared for. We're gonna need a damp rag to put over his head and a bowl of cold water."

"The Cutie Tuttis Are On The Duty!" Pinkie Pie saluted.

Fluttershy nodded too and followed her out of the room.

"There's some pain killers in the kitchen," Twilight said. "Maybe we can use those to help him feel better."

Rainbow Dash used her speeding powers from her Geode Crystal and rushed down to the Kitchen, searching through the cabinets and grabbing the pain killers along with a glass of cold water on the way.

"Done," she said placing them on a dresser drawer.

"Anythin' else ya'll need?" Applejack asked.

Everyone shrugged.

"Look at you taking charge for once," Sunset said bumping Twilight's arm.

Twilight blushed. "I didn't sound too bossy, did I?"

"It sounded more like you remaining calm in a crisis and taking initiative to get everyone organized. You really have come a long way since we met. If anything, you're becoming more like the Twilight Sparkle back in Equestria."

"Yeah, it would seem so," Twilight said. Though she wasn't sure if being identical to her pony counterpart was something to be proud of.

Thomas began to groan as the dark shading spread more and more all over his being. Sunset went over and sat on the bed next to Thomas, looking at the lifeless complexion of a boy going through more pain then he could feel. Suddenly, Thomas stopped groaning and resumed a normal and somewhat relaxed breathing pace the moment Sunset sat next to him. As if her presence next to him was the only thing keeping him at ease even though Thomas was almost consumed in dark blue and left with shredded clothing.

"Don't worry, Thomas. We'll figure something out."

Sunset Shimmer stared at him while brushing away strings of hair from his tightly shut eyes and hid them behind his ear. She didn't like seeing him in the state he's in. She wanted to see Thomas' bright blue eyes again, twinkling with the same happiness and wonder she saw in him the moment they met. Twilight sat on her bed next to Thomas as well. She looked over Sunset with the same worried expression everyone shared. Spike got up on Twilight's lap, whimpering as he now knew the danger her new friend was in. They watched in horror as the darkening shade slowly consumes Thomas.

He was now utterly pale in the face. Thomas' clothing had holes, wears and tears the likes that would make Rarity faint upon seeing such cruelty to fabric. There wasn't much that could be done now, except hope that Thomas is fighting back whatever's doing him harm. His number one emblem was on it's last seam, dangling off his shirt for dear life.

* * *

[ **The Next Day on The Island of Sodor: Early Afternoon** ]

James was given the job of pulling a freight train of tar tankers. He spent all morning going around Sodor delivering them to their destinations impatiently trying to get his job done and over with. James didn't like pulling tar wagons, it reminded him too much about the time he ran into a tanker and got covered in the gooey substance. But he had to complete his job. So, he rushed around trying to dispose of them as soon as possible so Sir Topham Hatt can give him a better job. After he was done he went to go find Sir Topham Hatt.

As James rode down the line, he spotted Harvey pulling Rocky the Crane from behind. Further ahead he noticed an engine had derailed from the tracks. When he got close enough and slowed a bit, James saw that it was one of the Scottish twins, Donald, who was derailed off the line. His brother Douglas was far behind pushing a set of trucks the two of them were hauling. The two twins were arguing about something James could faintly over hear.

"What be that then, Donnie?" Douglas said pulling up close to Donald. "Yah nearly took meh doun wich ye this time."

Donald scuffed. "What are ye on about?"

"Ye weren't lookin where yer going tis what am saying. Ye gone and thrown yeself off the line again."

"Me eyes started gettin fuzzy. I cod see da bend ahead a meh. Is not my fault, you should've applied the brakes to stop meh."

"You didnae even try to stop yeself," Douglas said. "Tis If ye be wantin to go off the tracks,"

Donald gasped. "Is no'."

"Is."

"Is No'."

"IS!"

"IS NO'!"

"IS!"

James continued puffing down the tracks hoping Harvey and Rocky will get Donald back on the tracks safely. Things only started getting weirder as James puffed down the line. When James chuffed by a shunting yard, he saw that there was yet another derailed engine. Molly had gone off the tracks while shunting some trucks so Dennis brought Jerome and Judy to help pull her and the trucks back on the line. Molly looked disoriented, like she had no idea how she ended up off the tracks.

"Maybe this whole job switching thing wasn't such a good idea," James said as he continued puffing down the track.

* * *

At last, James found Sir Topham Hatt at Knapford Station, pacing about back and forth on the main platform.

"Hello, Sir. I completed my job as you ask. Can I pull passenger trains now?"

Sir Topham Hatt was too busy looking over his clipboard. He was murmuring something to himself until he finally noticed James waiting for him.

"Oh, James. Done with your work?"

"Yes, Sir. I'm ready to receive my next job," he tried to say cheerfully in hopes that he'll be given coaches to pull.

Sir Topham Hatt was a little distracted by all of the reports in his notes, and so he didn't have a job planned for James until he remembered one that he also gave to Edward.

"Ah yes, very well. Um, you can pull the Express today, James. With,"

James interrupted. "Oh yes, The Express. Finally! Thank you, Sir! I won't let you down."

Before James could say any more Sir Topham Hatt continued.

"With Edward."

James was baffled. "But, but, but,"

"This Express train the two of you will be pulling is much longer than a normal train. Therefore, It needs two engines to pull. Plus with all delays and piles of visitors held up at the station, the coaches are going to be very crowded."

"But, I can assure you, Sir, I'm much more capable of pulling the Express by myself."

"Not this time, James. I want both you and Edward to be pulling it for the rest of the day. We're a bit short on engines as it would appear. Not only do we need to pile all the Express coaches together now, we need engines who don't have jobs yet and who aren't flying off the tracks to stay busy."

"Edward loves shunting trucks. Why not have him work in the shunting yards again? Since Molly got into a crash, you'll need to find another engine to get that job done, right?"

"I've already given Edward this task, James. He's out fetching the coaches now as we speak."

James groaned. He didn't want any help pulling the Express. He wanted to pull it himself so that everyone could see what a bright and shiny red engine he is. Instead, he has to pull it with Edward, who will more than likely take the front while James would be coupled up from behind. Suddenly, James felt something bump into him. It was Edward, parking five Express coaches behind his tender. Edward noticed the engine was James and smiled. Then he chuffed back to get the rest of the coaches.

"Please, James. With all the recent accidents and Thomas gone missing, there aren't enough engines I can get a hold of to switch around even more jobs. A lot of engines are already busy at work as it is."

"Wait, Thomas is missing?" James asked.

"Yes. He was supposed to help Percy with the Flying Kipper last night but he never showed up. Percy brought Duck instead and told me the reason he wasn't there was because he's helping Toby. But even so, he wasn't at Tidmouth Sheds this morning and I haven't seen him all day."

"Hmm. I've noticed that to," James pondered. "Where has that silly tank engine gone to?"

"Hopefully somewhere safe for the time being. I'll have to send out a search party for him later. We're too busy as it is with all of the commotion and we can't afford to put business on hold until things start to slow down a little."

"I wouldn't worry too much about it, Sir. I'm sure he'll show up at Tidmouth Sheds by tonight."

Sir Topham Hatt sighed. "I hope so as well, James, for his sake. I'm just, worried something bad might have happened to him."

"You mean like, getting derailed?"

"I wouldn't be surprised at this point. Until then, every single one of you will need to pull their weight if we are to continue keeping this railway running smoothly and right on time."

While they were talking, Edward shunted five more Express coaches behind James then chuffed back to get positioned in front of the train. Upon arriving, Edward backs up in front of James and shunts himself onto him. The two engines were coupled up and ready to go. Sir Topham Hatt turns to Edward.

"Now be careful, you two. Engines have been going off the rails as of late and I wouldn't want either of you ending up in that same predicament."

"We will, Sir," Edward said.

"Very good. Have a safe trip," he smiled while tipping his top hat.

Sir Topham Hatt walked away while waving at the two engines. James and Edward were waiting for their passengers to get into their coaches. The Express train they were pulling extend out to ten coaches, which meant when they reach a smaller station they will have to move a head a little so that passengers seated in the back coaches can get off as well. This was going to be a long trip, but James and Edward were both ready to do their Job; more so Edward enthusiastically than James was.

"Why are you always so eager being given a two-engine job, Edward?" James asked. "Don't you think it would be much better if it was just one engine, specifically just me for example, taking the Express by myself?"

"That's Impossible, James. I could never pull that many coaches on my own, and I don't think you could either. Besides, it's much better with two engines. It get's the job done more efficiently."

"Well, if I wasn't stuck with you, I could be sailing down the line right now with everyone admiring my shiny red paint."

"They can still see your paint, James," Edward said, irritably.

"Yes, but when they see me puffing up to the station, they should see only me and not another engine blocking my view. I work really hard to look presentable so that others can see how splendid I am. Now no one will see my shiny red paint in it's glory. They deserve to see nothing but the best of me, which should be every visible spot of red."

"You know, James, I think you need to work on being a little more generous, or at least tweak it up a notch. There's more to giving back than just showing off how splendid you are. You and Gordon should realize there's no shame in helping others and giving back by working hard. That's why we do the work that we do; to make sure our passengers are happy."

James just sulked. All of the passengers were seated in their coaches. The conductor blew his whistle, and the two engines took off with the Express. It was a difficult start at first. They had to pull ten Express coaches filled with tons of passengers. They pulled and chuffed, putting all of their strength into getting the Express out of Knapford. When at last they gathered enough momentum, pulling the Express became a lot easier as James and Edward puffed down the mainline while keeping at a good speed. They stopped at their first station; chuffing in carefully so as to not over shoot the platform.

"Heeerrress James!"

"Heeerrress Edward!"

After a second of silence, the two engines chuckled with each other as the passengers were getting off and on the train.

"Hey, that's my saying, Edward," James said.

"Sorry. I couldn't help it."

The engines looked over to one of the passengers examining them admirably. People pointed at them and murmured among each other.

"See, James, they still like you even when you're helping out another engine."

A small child was pointing at James. "This red engine isn't strong enough to carry all those coaches. He needed an older engine to carry it for him!"

The child laughed and pointed some more. James looked over to Edward annoyed and insulted. All Edward did was shoot him a sheepish smile, also feeling a little insulted by the child's comments.

Once they were done with the first station, the two engines carried on becoming much better at pulling the long Express train out of the station. They rode down the mainline with ease stopping at different stations after different stations. They were nearly done their job as they had one more stop to go. They reached the final station and dropped off the last wave of passengers. Edward and James were proud to have finished their job on time. But it wasn't done just yet. Now the two had to get ready to pull the Express back to Knapford. Edward shunted the coaches over onto the other side of the track facing the opposite direction and James backed up into the coaches. Edward soon followed after as he backed up into James and coupled up to him. Passengers piled in one by one, filling up every seat the coaches had. When the guard blew his whistle, the engines set off once again swiftly pulling the Express. They stopped at every station previous right on time to drop off all the remaining passengers for the day. James was starting to enjoy himself. He'd prefer if it was just him pulling the Express but still had fun pulling coaches again regardless. Edward took note of this as the two engines agreed that they were having a wonderful time taking such an important train.

"I told you working together is better than doing everything alone," Edward said. "All it takes is a little bit of help and a lot of teamwork to really bring out the best in us."

James didn't want to admit that Edward may be right and continued tugging on the Express with all his might.

* * *

The two engines were almost at Knapford. On the way, they came across a signal light further on down the track. It was indicating on coming engines to stop as the points from a y junction were switched on and led into a forestry area. James and Edward would have to stop and wait for the man in the signal house to switch the points so they can continue down the Mainline.

But then there was trouble. As they were coming up to the crossing, Edward began feeling a bit dizzy. His vision started fogging up and he was having trouble keeping his eyes awake. He could barely see what was in front of him, nor could he hear the sound of his own wheels puffing down the tracks. James noticed something off about Edward as well. The bright blue paint on the back of his tender started turning a dark shade of blue as it slowly spread all through out the rest of his tender. James was confused and wondered what was going on as he watched his friend become consumed in this dark shadow. He started to worry the more the dark shading began chipping away some of his paint work as well as the number two emblem on both sides of his tender.

There was worse to come. James looked over and saw the signal coming into view knowing that he and Edward had to stop. James panicked and tried to apply his brakes as hard as he could. They were slowing down only a smidge, but he couldn't stop Edward from moving at all. Edward wasn't applying his brakes, he kept on charging towards the switched crossings while dragging James and the passengers along behind him. James was afraid. His wheels screeched against the tracks causing a storm of sparks to fly off, putting in every ounce of strength into his brakes. There was no way of initiating any impediment for Edward. They were about to be in a serious accident if they don't stop the train on time; and Edward was showing no sign of slowing down.

"Edward, Stop! The Signal!" James yelled trying to warn him.

But he didn't listen. The only thing that can be heard was faint sounds of his surroundings as Edward was nearly close to blacking out completely from the pain he felt all through the tip of his funnel to his almost decimated tender. A distressed James yelled for Edward to put his brakes on too little success. The coupling on Edward connected to James was rotting away into rust when suddenly it broke off from his. Edward was still puffing uncontrollably as James finally slowed down to a halt. He yelled at Edward to stop but he kept on going, getting closer and closer to the points. Miraculously, the dark shading on Edward's tender finally began to vanish. His number two emblem was repaired and his bright blue paint returned back to normal. Edward regained consciousness again when the pain he was feeling seconds ago was lifted and returned him back to a more self-aware state.

"Edward, look out!" James yelled.

Edward immediately realized what was happening and quickly applied his brakes. He puts in all that he could into his brakes hoping to stop before hitting the switched tracks, but it was too late. Edward ran into the switches which sent him bouncing up on impact then drove himself off the tracks. Slamming back onto the ground violently, he slid straight across the grassy land and rammed into a nearby tree, knocking it down with a loud crash onto the ground just inches away from hitting Edward sighing in relief. Luckily nobody was hurt. Edward thankfully remained up right but was still off the line with his wheels covered in damp grass and earth.

James tried puffing towards Edward but it was much too strenuous to move the heavy load of coaches still attached to his tender. He pulled and he pulled; his wheels screeched against the track but the coaches kept holding him back, making it difficult to move ahead at a normal speed. James couldn't believe he wasn't strong enough to carry the coaches, but he refused to give up. Slowly but surly, James was able to tug at the coaches but couldn't move at a normal enough speed to were he would already be near Edward by a certain point. Panting heavily, James struggled greatly while chuffing close enough to where a derailed Edward stood from the track and leaning up against the tree he knocked down. Edward could hear James fighting to pull the coaches forward and frowned upon hearing him giving up half way through. James was all out of breath the moment Edward came into view and stopped in his place. Both of the two engines were stuck where they were. None of them were going anywhere for a while.

* * *

 **To Be Continued.**


	9. Chapter 9: The Mysterious Light

**Synopsis: Thomas finally recovers from his blackout, all to Sunset, Twilight and the rest of their friend's relief. But Thomas soon remembers the very important mission he's on, and how little time he had left to find and return Lady back to the Magic Railroad.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 9: The Mysterious Light**

An hour or so passed since the girls brought Thomas over to Twilight's house after passing out at the Canterlot Mall. They did everything to try and combat the mysterious dark shading that began slithering all over him, but for the most part nothing seemed to work. They wondered if they should consider asking help over from Equestria. Maybe they had an answer that would help them figure out what kind of magic they were up against.

But then out of nowhere, just as the dark blue umbra finished covering almost all of Thomas' being, the shading began to disappear. The girls were well alerted, and watched the torn stitching and holes fully repair itself to it's original state. The dark shade gradually faded away and returned his clothes back into the bright blue it was hours ago. Thomas no longer looked to be in any pain, and his pale skin was back to being a regular pale blue again. Once every seam was repaired, Thomas inhaled a deep breath, as if he was tasting fresh air again for the first time. His breathing was heavy and he panted to catch his breath. The Girls all beamed with relief. Whatever happened to that magic was now done with, and Thomas' appearance was back to it's bright and cheerful look.

Everyone gathered around Thomas. Spike jumped on top of Thomas' stomach with joy, watching him leisurely open his eyes. Thomas could hear faint, murmuring voices; all of which belonged to the Girls asking multiple questions and throwing out assumptions. His vision was still a little fuzzy at first, but the more his eyes opened, the more things became clear for him again.

From what Thomas could remember, he started attending high school and met a girl named Sunset Shimmer, who kindly gave him a tour of Canterlot High. He met all her nice friends and went on a trip to someplace in a strange world he's never been to. Then he remembered telling them that he's from a place called the Island of Sodor; where he and his friends work hard to be really useful.

Thomas' vision finally regained a clear sight after a few seconds of blurriness. Instead of being in Canterlot Mall, Thomas was now in someone's bedroom. The room had teal walls and a purple roof with an abstract shape and design. The interior had a large collection of books hanging against the wall to his right, various astronomy and chemistry paraphernalia were stationed around the room and near a window such as a telescope or a model of the solar system hung above where he laid, and an aquarium placed under a shelf of trophies and awards.

"Look, everyone! I think he's awake!" Spike said, wagging his tale.

Thomas looked down at the peculiar dog sitting on his chest.

"Hey! How's it going? Seems like that dark magic almost did a number on you."

Thomas nonchalantly stared at Spike for a good few seconds. Eyes shooting wide open, he then realized that a Dog just asked if he was alright and comprehended what that meant. Thomas quickly leaned up and screamed at the sight of Spike, who started screaming himself after Thomas paused to hear him do so. Going back and forth between each other, the two finally stopped screaming as Thomas backed himself up against the bed's headboard.

Spike jumped off and into Twilight's arms, unsure of why he's screaming himself and who this new person they brought in was. The Girls were all alerted to Thomas, now hugging the headboard.

"Thomas?! Are you okay?!" Sunset asked.

"The-the, D-dog, t-talking!" Thomas pointed at Spike while stuttering and pausing between each word.

Twilight looked at Spike who was just as confused as he is.

"Oh, right. I guess you haven't met Spike yet," she laughed, sheepishly.

She held Spike in front of Thomas, still eyeing him like he was an aberration or something that only existed in a children's book.

"This is Spike... My talking dog." Twilight realized how odd the introduction sounded.

"Hi there!" Spike said.

Thomas was still freaked out by Spike and clenched the bed's headboard.

"Judging by his reaction, I'd say he really isn't from Canterlot," Rainbow Dash joked.

"How?" Before Thomas could ask Twilight responded.

"It's a long story," she grinned, meekly.

Thomas has seen a number of things over the years that were completely out of the ordinary; and he himself was a talking tank engine. But a talking dog was something all new to him. Finally calming down, Thomas took in deep breaths and regained a level head. He surveyed the room and everyone in it, appearing both worried and relieved that he was up and awake again after his sudden blackout.

"What's going on? Where am I," Thomas asked, noting how comfortable the bed was.

"We're at Twilight's house," Sunset said, sitting down next to him. "We brought you here after you randomly passed out at the mall."

"What?!" Thomas said in disbelief.

Now that he was catching up to speed, Thomas was shocked to hear that something bad happened to him without him even knowing it. Even worse, his head was all fuzzy from the last moment he spent before his blackout.

"Don't you remember feeling light headed and falling out of your seat?" Fluttershy asked.

"Not really. The last thing I remember was talking to everyone. I was eating something too, we all were. And then one of you asked me if I promised to do something."

"That's right," Twilight said. "You'd promise to spend more time with your friends and not get caught up in work."

Thomas rubbed his head. "I did huh?"

"Do you really not remember the last few minutes before blacking out?" Rarity asked.

He shook his head. "What exactly happened to me?"

Pinkie Pie chimed in.

"It Was Really Scary! At First You Were Like, 'Hello! I'm Thomas, I'ma hard worker. Hardy tardy pardee'." She finished her imitation. "And Then You Were Like,"

She re-enacted the moment Thomas felt dizzy and pretended to pass out herself. Thomas just sat and watched with perplexity. Pinkie Pie then appeared out of nowhere in front of Thomas while hanging upside down.

"And THEN! The Next Thing We Knew, You Were Being Covered In This Icky, Shadowy, Gunky Stuff That Damaged Your Clothes And Making You Sick! So, We Brought You All The Way To Twilight's House And Took Care Of You While Also Trying To Figure Out What Was Causing That Shadowy Stuff To Appear! But Luckily We Didn't Have To Worry About That Anymore Because Now It's Gone And You're All Better!"

Pinkie Pie fell on top of Thomas and looked up at him. Thomas didn't know what to make of Pinkie Pie's explanation, but chuckled none the less over her impersonation of him.

"That's not what I sound like, Pinkie," he smiled.

Pinkie Pie beamed and giggled a bit before getting back up. Thomas shook his head. He still had a lot of questions on his mind.

"So, I just passed out?"

"Mm-hm," The Girls nodded.

"And this shadow stuff... was tearing up my clothes?"

"Not just that," Sunset explained. "You were pale and alternating between silence and groaning pain for the last few hours."

Thomas examined his clothes, which were now back to how it was. He had no idea how much danger he was really in. And from the sound of what Sunset told him, it didn't sound pleasant.

"And you were all looking after me while I was out?"

The Girls happily nodded again.

"Wow. Thanks, everyone!"

"Don't mention it," Applejack said, tilting her hat.

The Girls then gathered around Thomas and began talking all at once. They asked him questions while showing gratitude and relief over his recovery. Spike jumped onto the bed with his tail wagging. Even though Thomas was still a little freaked out by him, Spike was still a small puppy and didn't seem that harmful at all. So, he placed a hand on Spike and gave him a gentle pat on the head. He wasn't sure how a talking dog responded to being petted, however, so he didn't continue for long. Though once Thomas stopped, Spike hunched over and felt a little upset.

Finally with the commotion settled, everyone's chattering ceased and Sunset Shimmer was able to ask him a more pressing question.

"So listen: we have no idea what exactly caused that dark shadow. We were hoping maybe you knew something about it? Is there anything significant about what we explained at all that sounded familiar?"

"Yeah, what's the deal with all that shadow stuff?" Rainbow Dash asked.

"Is It Some Kind Of Family Curse?!" Pinkie Pie asked.

"Does it happen all the time?" Fluttershy asked.

"How many outfits do you have to buy after each piece of clothing gets torn like that?" Rarity asked.

"C'mon y'all! give him some room to speak." Applejack sat down and placed a hand on his shoulder. "It's alright now, Thomas. Tell us what you know. You can trust us."

"Thomas?" Sunset asked, worriedly. "What's going on?"

All eyes were on him. Thomas just sat with his eyes-widened, staring back at everyone all curious and concerned about what he went through, and if it's somehow related to anything possibly involving magic.

He wasn't aware that they themselves have a history in dealing with magic, or that this type of situation would be something they could help him with. Although, he was just as confused over the whole ordeal and couldn't answer any of their questions. None of the Girls understood what's going on and neither did he. Thomas didn't know what to say. This was the first time he's ever had a run in with any dark shadow, and thus couldn't quite put together what may have caused it happen.

Then, he slowly remembered something else important. He looked out the window on his right and noticed it was already night time. The sky was dark and the stars were almost if barely visible. Thinking real hard, Thomas then remembered why he was in this world and what he was sent to do. Mr. Conductor asked him to seek out and rescue Lady the Magical Engine, and return her to the Magic Railroad before the Island of Sodor falls to great danger. She had gone missing from the line along with the magic she carries. So, Mr. Conductor gave Thomas enough Sparkles to travel across the Magic Railroad in hopes of finding her.

With all this flooding back into his memory, Thomas frantically gripped his head on the verge of panicking.

"Oh no!"

He urgently got up from Twilight's bed.

"I gotta go. I Gotta Go!" he said, grabbing his sweater.

The Girls were all bewildered while watching Thomas struggle to put on his sweater and running towards the door to leave Twilight's room.

"What's the matter?" Twilight called.

"Where are you going?!" Sunset called also.

Thomas opened the door but turned and faced the others before leaving.

"I need to get something done before an even worse accident like this happens again."

"But you haven't told us what that shadow thing was," Rainbow Dash said.

Thomas sighed, realizing this might be the last time he'll see them again. Staring back at everyone, Thomas convinced himself that he had to leave and came to grips with this, reminding himself that the mission at hand was more important. And if he wants any of his new friends to be safe, Thomas knew he had to leave them and continue his job, before it was time for his return to Sodor.

"I don't know what it is. But if what I'm thinking is right, then I have to hurry. Thank you very much for the help, everyone! I really appreciate it, but I have to get moving fast or else I might be too late. Goodbye now!" He said quickly, before slamming the door.

The Girls all shared collective glances. Getting something done before it's to late? They were all the more suspicious now more than ever. Before they knew it, Sunset Shimmer ran out the door after Thomas, who was already long gone by the time she made it outside.

Sunset tried looking for which direction he may have went down, but had no idea where Thomas had run off to. She was contemplating going after him anyways regardless if she knew where. Sunset called out to him, but there was no answer. The wind picked up and made the night sky chilly. Sunset hugged her arms in an attempt to stay worm. After a few minutes debating on whether to go after Thomas, she headed back inside Twilight's house. She looked back over her shoulder once more, having second thoughts. First Thomas was attacked by a mysterious shadow, and now he's abruptly ran off while going on about getting something done. Who knows what he meant by that. Sunset was too worried for Thomas to just let him go off by himself, whether or not he knew his way around Canterlot at all yet.

Hopping she might see him at school again, Sunset Shimmer convinced herself to go back inside the house.

[hr]

Thomas ran as fast as his clumsy legs will let him down the street of the suburban neighborhood. He didn't know where he was or if he was going down the right directions, but Thomas knew he had to get back to Canterlot High and hope that Lady might still be there. It took a long time, but going by instincts and a sudden surge pumping through his body that acted as a guide of sorts, he miraculously ended up finding the school. Perhaps the Sparkles inside Thomas knew where to take him and thus led him to where a stronger collection of Gold Dust was located, and in tern taking him straight to Lady.

Thomas was out of breath. He was surprised how little energy people have. On a full tank of water alone, Thomas could almost puff all across Sodor before getting tired. Reaching the school, however, he felt like it wasn't that far from Twilight's house. He got turned around a bunch and went down a couple of wrong streets sure, but he'd still be full of energy by the time of getting here had he been a tank engine.

After a minute to exhaust, he collected his breath and walked towards the front entrance of Canterlot High.

The sky shined bright with stars in the majestic night. The school was quite and not a single sound other than the crickets chirping within the bushes and grass were heard. Thomas went up the stairs and attempted to open the door, hoping with anticipation that they were still open. He tugged and pushed on the doors, reminding himself to open them inwards, but the doors would not budge. Thomas pushed and pushed but the doors remained shut. They were all locked. He leaned against the glass doors and peered inside. Nothing could be seen through the pitch black of the empty hallways. He banged against the door while calling out her name.

"Lady!"

There was no response, and no sign of anyone inside the building. Feeling defeated, Thomas fell to his knees and turned to lean his back against the door. He sat and gazed at the courtyard, not knowing or having any idea what to do now.

Sir Topham Hatt and all of his friends back on Sodor were probably wondering where he is. He forgot how cross Sir Topham Hatt will be if he wasn't back on Sodor doing his job. Thomas had hoped he would've found Lady by the time it got dark so they could both return before the magic got out of hand. It was late now and Lady was no where to be seen. What if she was never in this world to begin with? What if she really was at Muffle Mountain or somewhere else? He had no idea anymore and began to question if he should've come here at all, and if he should've kept going forward even though a powerful impulse lingered him to take the path that lead him to where he is now. There was no telling. The only thing Thomas had was his instincts, which were now telling him that maybe Lady wasn't at Canterlot High.

Thomas sighed in disappointment. "Maybe Mr. Conductor should've sent another engine to look for Lady. At least they would've found her and brought her back by the time it got dark. Maybe even looked in a place she was actually hiding."

He buried his face in his legs. He felt foolish thinking that Lady would ever end up in a place like this. He began feeling even more foolish for ever coming to Canterlot High. But if he hadn't, he would've never met Sunset Shimmer and her friends, who were all very nice and friendly towards Thomas, as well as taking care of him during his unconscious state. He smiled while thinking about them, and time he spent with his new friends today. Maybe coming to Canterlot wasn't such a bad thing, but he was still convinced Lady might not be here after all.

"What was I thinking? This is just too big for me. I could never pull off a job like this. There are other engines on Sodor more capable than I am." He sighed bitterly to himself. "I should head back and do what little engines are only meant to do. Smaller jobs."

Thomas didn't have anymore time to look for her. He had to get back to Sodor before he got in trouble. Wearily, Thomas got up and headed towards the statue's base. He stared at it for a long-time, peering into his own reflection from the surface and examined his human self one last time. Just when he thought he'd gotten used to being person, the only thing Thomas can see in this fleshy body was incompetence. Thomas looked at his hand, the kind of movement he'll never make again, and stuck it through the portal and inside the statue, ready to step back in and return unsuccessfully to his home. The rippling waves of the surface flowed upon having his hand enter the portal.

He turned and looked back at the school. "Goodbye Canterlot High. Goodbye all my friends."

Thomas paused, closed his eyes, and hung his head dejectedly.

"Goodbye, Sunset Shimmer."

Just as Thomas was about arms length in the statue, he heard a strange noise that sounded like fences rustling about. Then, from within the school by the entrance, he saw what appeared to be a bright golden light gleaning inside the building. He squinted at the light, dazed and entranced before it finally disappeared and slowly vanished.

The strange noise he heard again came from the fence on the far right. He looked over and saw a shadowy figure climbing over it. The night was a little too dark for Thomas to make out who it was. Thomas ran over to the fence and pressed himself against it. He saw two shadowy like silhouettes running to an open door, beaming with light from the inside. Trying to act quickly, Thomas tried with all his might to climb over the fence with no success. The two silhouettes hurried into the school, leaving the door wide open. Thomas noticed this and knew he had to get over there before he loses his chance. Trying even harder to make it over, Thomas climbed up and held on to dear life as he ascended over the fence and fell flat on the ground. He got up and ran straight towards to the door, hoping it doesn't shut. Thomas grabbed the door and ran inside, then closed from it behind.

Now inside Canterlot High again, Thomas looked around and saw he was in the gymnasium. Suddenly, the lights shut off. And just when they did, another gold light shined more prominently across the gym floor and moved slowly down the hallway. The light was so bright Thomas had to shield his eyes by holding his arm up to block the radiating rays emitting off the golden glow. He walked across the gym in an attempt get closer to the light. He could hear wind chimes echoing throughout the gymnasium. He gained enough distance were all he could do now was just stand directly near enough as the light was too blinding to walk any further.

"Hello?" Thomas said, trying to peer through his arm. "What is that?"

The light suddenly flinched and the chiming sounds went out of sync. Both Thomas and the mysterious light stood where they were, not making any movement. Curious, Thomas tried reaching out to the light, only to notice it getting dimmer by the second. The light was moving away from him.

"Wait!"

He ran to the gym's entrance and began chasing after the light, which was speeding down the hallway. Thomas sprinted down the corridors after them, trying not to lose sight of it. Following them wasn't that hard at all given how bright it was and lighting up every dark corner of the school. It was challenging to chase after a light that blinded you the closer you got as well, but Thomas managed to keep up for a little while before almost losing its location again more than once. After chasing the gold light for a good while, he finally lost track of it, stood by the main entrance of the building in all of its dimness. He tried listening to the wind chimes, but the school was back to being nothing but silent once more.

Nothing he knew of could explain how a manifestation of light can just get up and walk away like that. This was definitely a person radiating the mysterious golden glow. Thomas knew this for sure, as he looked down on the floor and saw what he hoped to find in the form of a trail of Gold Dust left behind by the glowing being.

He bent down on one knee and picked it up, mixing it around his index finger and thumb, and heard the sound of chimes clinging.

"I found you," Thomas said, self assured of himself again.

[hr]

Sunset Shimmer met everyone back in Twilight's room. They where all gathered near a section of the room and looking down at something. Twilight sat on her knees while bushing the floor when the rest noticed Sunset come in.

"Where is he?" Rainbow Dash asked.

Sunset looked back towards the door while grabbing her right arm.

"I don't know."

"But, h-he's out there all alone," Fluttershy said. "We have to search for him."

The other Girls agreed.

"It's too late out. We'll have to figure out a plan tomorrow." Sunset noticed Twilight fooling around with something. "What's that you got there, Twilight?"

Sunset walked over and crouched down beside her. On the floor laid a pile of gold sprinkles that were scattered about in a disorganized collection. Twilight picked up a small amount with her hand and heard wind chimes go off as she did. She played around with the Gold Dust to decipher what they were. Sunset and Twilight shared quizzical glances. Neither of them knew of or seen anything like this.

"Can I Touch It Now?" Pinkie Pie asked.

"Better not," Twilight said. "Just in case you end up causing it to explode."

Pinkie Pie slouched.

"What do you think this is?" Twilight asked Sunset.

"Not sure. Maybe this is what was hurting Thomas?"

"If it is, then we should keep it from contacting the rest of us. Although, I'm touching it now and so far nothing bad's happening. Why do you think that is?"

"Or it hasn't taken affect yet. It could end up having a different outcome for whoever holds it."

"Can I Try And Hold It?" Pinkie asked again.

Twilight and Sunset both firmly say no.

"Aw, But I Wanna Feel The Sparkly Glittery Thingy."

Everyone skeptically leaned in to see the gold sparkles on Twilight's hand.

"I'm not sure it's supposed to be glitter," Twilight said, examining the Gold Dust. "I think we might have something far messier on our hands."

Sunset chimed in. "For all we know, these gold sparkles are something entirely beyond our understanding."

* * *

 **To Be Continued.**


	10. Chapter 10: Best Group of Friends

**Synopsis: T** **he Girls start to uncover more about what the strange magic sparkles they found can do, and how they relate to Thomas' reason and sudden appearance in Canterlot High.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 10: The Best Group of Friends**

This was definitely Lady who was radiating that bright golden light. The trail of Gold Dust left behind more than confirmed that. Now that he knew Lady is indeed hiding out at Canterlot High, Thomas indubitably couldn't return to Sodor; not when he's so close to finding her. Though it would appear that she isn't currently present within the school, Lady was here regardless and that's all Thomas needed to know; which left him asking many questions. Where is Lady now and how can he find her? Thomas knew he had to go back to Sodor, but at the same time he had to stay at Canterlot in case Lady shows up again. Choosing to go with the latter remembering the greater importance of this task, he continued wondering around Canterlot High not knowing when of if she'll show up again.

It was late at night and Thomas was starting to feel a bit drowsy. He hadn't thought about where he might sleep seeing as how he wasn't expecting to stay here long. Seeing no more trails of Gold Dust laying around, Thomas ended up back in the gymnasium feeling tired and low on energy. Looking around he noticed a door across the gym floor and walked towards it. Opening the door, he saw inside a bunch of sporting equipment laying around. This was the storage room were students keep their equipment. He stepped inside shutting the door behind him. The storage room was dark and silent. Normally you were allowed in here during school hours, but being inside Canterlot during closing time felt wrong for Thomas. Knowing he had no where else to sleep, Thomas accepted he had to make due with what he has.

"It's not Tidmouth, but it'll do," Thomas said.

Thomas debated leaving a bit of the door open to let in what little light there isn't to shine through. He took a pilon sitting by the corner and placed it in between the door and the frame. At least this way he could tell when the sun comes up the next morning. Thomas fell on a pile of exercise mats leaning against the wall feeling the days worth all flushing out of him. It was another strange sensation for Thomas to feel being a person. He was so tired after only doing so little in one day.

The day Thomas had was unlike any he's ever experienced before, which would explain why he was drained of all energy and couldn't take it in completely. He met new friends, explored new places, and tried new things; activities that wouldn't so easily exhaust him by the end of the day. Thomas had always dreamed of visiting a different place outside of Sodor but to actually experience doing so was a lot more different then how he pictured it being. He looked over himself seeing he was what he should appear to be as opposed to how the girls described his state of being during his blackout. This couldn't have been an illness, it couldn't have been something from this world, it had to be something manipulating Gold Dust to do harm on him in such a matter to disable Thomas from functioning. But who or what could control Gold Dust to do such a thing? To makeshift it and hurt others such as Mr. Conductor to the point where they become a shell of the former self they're known to be? He hoped it wasn't actually Diesel 10 causing all this trouble. Though despite that, he was beginning to wonder if maybe it might be the case. He didn't want to believe it; he wanted to find out what was really behind the magic misuse.

"The Gold Dust sure is acting awfully strange. I wonder if they're what caused my blackout? Only one thing's for sure, I must prevent another accident from happening to anyone else, before it's too late," Thomas said confidently. "I just hope whatever it did to me doesn't happen again. All my friends back home could be in serious danger if I'm not careful."

Laying on this temporary bed shifting on his sides or on his back, he realized sleeping as a person isn't the same as sleeping in a shed. Thomas started shivering; he needed to worm up but didn't know how until he remember Twilight's bed and the sheets that were on it. Surveying the storage room, he found a long sheet covering a large container carrying soccer and basket balls and pulled it off the carrier. It wasn't as comfy as Twilight's but it kept him worm for the night. Thomas pulled the sheet over himself and stared up at the ceiling. He listened closely one last time for any sound of Gold Dust sparkling and looked down towards the door to see if the gold light would appear again. None of which happened; so, Thomas dozed off to sleep thinking about his friends here in Canterlot. He didn't have to leave just yet and hoped to run into one of them again. Then he thought about his friends on Sodor and how they're holding up, growing concerned with images in his head of the engines being covered in shadows.

"I hope everyone on Sodor is safe," Thomas said to himself, before finally falling to sleep.

* * *

It was early in the morning at Canterlot High. A large number of students were heading their way towards the entrance of the school. Some were walking, running, and some of those who showed up early just hanged out with their friends outside or in the building waiting for the bell to ring to start their classes.

Sunset and the others had already arrived at school. They all met in the band room to practice a new song on their instruments. The Band Room is used to practice music and songs. Inside the room, the walls are decorated with music symbols such as treble clefs and staffs with notes on them. It contains some shelves with sheet music on it, a drum kit in the center of the room, an electric keyboard plugged into a wall, a large piano, and shelves holding various musical instruments including a saxophone, some percussion instruments such as a tambourine and a pair of maracas, as well as an acoustic guitar hung from a wall hanger and a triangle hanging from the ceiling, in addition to some instruments on the floor such as conga drums and xylophones.

The girls were part of their own musical band called the Rainbooms. The band members consisted of Rainbow Dash on the electric guitar and lead vocals, Applejack on bass, Rarity on keytar, Fluttershy on tambourine, Pinkie Pie on drums, Sunset Shimmer as rhythm guitarist and backup vocalist, and Twilight Sparkle also on backup vocalist. They were singing along to one of their songs happily playing their instruments.

 **The Rainbooms:** "Time to get this show on the road. Turn on the lights (the lights). Make 'em shine bright (bright)."

"Light up our dreams (dreams). Bright as the sun (sun). Shining like gold (gold). Let's get this show (show) on the road."

"Time to get this show on the road. Turn on the lights (the lights!). Make 'em shine bright (bright!)."

"Light up our dreams (dreams!). Bright as the sun (sun!). Shining like gold (gold!) Let's get this show (show!) on the road!"

* * *

Spike clapped his paws excitedly.

"That sounded great!"

"Yeah, I guess," Rainbow Dash said. "But someone was slacking off a bit during the first chorus."

"It's my fault," Sunset admitted. "I kinda got distracted at the beginning."

"Not to worry, darling," Rarity assured. "You sounded excellent near the end,"

"We all did," Applejack smiled. "A few more practices and we'll nail this song in no time."

"Yeah," Sunset said unenthusiastic.

"Are you okay, Sunset?" Fluttershy asked.

"Not really."

Everyone looked at Sunset tuning her guitar unhappily.

"You're still worried about Thomas, aren't you?" Twilight asked.

Sunset gazed worrisome at Twilight then back to her guitar again noticeably concerned by the others. Thomas was all she could think about since his departure yesterday. She wasn't sure where he ran off to or where he is now. He could be in trouble for all she knew; and she isn't by his side to help him. This was daunting on her all night and morning. Sunset wanted to search for Thomas hoping that maybe he's back in school and make sure he was safe, but there was no knowing where he is or if he even came back to school.

Twilight walked up to Sunset still in deep thought. "Don't worry, Sunset. We're all looking out for him. Wherever he's turned up I'm positive we will find him. I mean come on, he can't have gone too far from Canterlot High, right?"

"I would probably worry a little," Fluttershy said. "He could have passed out again somewhere,"

Fluttershy stops talking after Twilight shoots her a raised eyebrow.

"Or, not," she said holding her tambourine tightly.

"Until then we're keeping an eye out should he appear in our classes," Twilight continued. "If not, then we'll go out and search for him, just like we promised."

Sunset looked at everyone happily nodding their heads in agreement then back at Twilight.

"Okay," she smiled.

Twilight gives Sunset a much-needed hug, to which she happily returns the gesture. The two let go as Twilight's hands overlap each other.

"Also, maybe a little bit of information I gathered on those mysterious Sparkles can help ease your concerns."

Twilight sat by some steps and pulled out a tiny glass jar from her bag containing the gold sparkles they found last night. Everyone went over and joined her, examining the large collection of glitter resting inside the jar.

"I've spent all night studying what kind of mana is generated by these sparkles and trying to extrapolate its waveforms to determine a point of origin. So far, there's no clear, explainable provenance for it, at all. The only thing I could evaluate was the effects and abilities it can discharge."

"Uh, English please," Rainbow Dash said.

"We don't know where it's from," Twilight said.

"Tell us somethin' we don't know," Applejack said.

"What does it do?" Fluttershy asked.

"I think everything?" Twilight wasn't positive. "There's no clear aptitude for what it's function is. What I did decipher though was that a bearer _is_ capable of possessing its mana, bending it to their will in accordance to how they want it to perform. Meaning whatever it's purpose is, anyone can use it to do anything."

"So equestrian magic, essentially?" Rarity said.

"Not exactly. Equestrian magic is a bit more defined by it's abilities. The magnitude of this power appears to be limitless. There's probably all kinds of uses for it. So far we know it can knock people out and slowly eat away their being. Other than that, I'm not sure what else it's capable of."

"That explains why Thomas was in so much pain," Spike said.

Sunset chimed in. "It also explains the figure I saw when I peered into Thomas' thoughts. They must've been using the Sparkles to hurt him."

"What An Awful Way To Use Magic On Someone!" Pinkie Pie said. "But, Does That Mean It Can Also Have Positive Benefits?"

"It should," Twilight said. "If the person Sunset saw in his vision was using it for harm, perhaps it can also be used virtuously."

Sunset turned to her backpack sitting against the wall then at her friends still just as skeptic over the gold sparkles.

"I think I may be able to back that theory up."

She went over and pulled something out of her backpack. Inside she pulled out a tiny red locket containing a pile of gold sparkles within it, opening it and showing everyone what's inside.

"I was fooling around with the sparkles last night and discovered something they can do. Rarity, do you have an extra hair barrette I can borrow."

"Well, it's about time you asked. I believe I have one that will match marvelously with your eyes."

"Not for me. For the sparkles."

"What are you gonna do?" Rainbow Dash asked.

"Take a look."

Rarity hands Sunset a hair barrette. She takes a bit of the gold sparkles from the locket and sprinkles it on the barrette; the sound of wind chimes clatter as the sparkles cover most of the hair clip. Sunset then shakes the barrette to the point where a bunch of the sparkles begin to react by turning into a glistening gold cloud of glitter all over the barrette. Suddenly as the gold sparkling shimmers down, the hair barrette was no longer in Sunset's hand. Everyone shockingly stared at her now empty palms.

"It's Gone!" Pinkie Pie gasped clutching her head.

"Nope," Sunset said nonchalant. "It's over there."

She points to the piano across the room with the hair barrette placed on top of the board lid. The girls went over to the piano and glanced over at the barrette amazed by this new-found discovery.

"Wow, these sparkles can emit the ability to allow quantum teleportation!" Twilight said intrigued.

"So you just pour it on stuff then shake it to get from one side of the room to another?" Applejack asked.

"Yeah, or you can just walk over and place it," Rainbow Dash joked.

"Who knows how far this stuff can go," Sunset said. "I was just pouring it on some of my things and the next thing I knew most of them were misplaced all over and outside my house."

"How did you know shaking it would cause them to start teleporting?" Rarity asked.

"The last item I sprinkled wasn't doing anything when I held it. So, I just randomly started shaking it until all of a sudden it went from sitting in my hand to sitting on my bed."

Unbeknownst to the other girls, Pinkie Pie collects a hand full of sparkles from the jar and examines it. She wanted to see if they can teleport her to another spot in the room just like it did with the hair barrette. Along with her friends, Pinkie Pie has magical abilities granted to her through the Geode Crystals they discovered at Camp Everfree. Her magic allows Pinkie to cause sprinkles or similar sweets to explode upon contacting a handful or a large collection. The gold sparkles did not explode though, leaving out the question of if they're a similar substance to regular sprinkles.

"While you were shaking it," Twilight asks Sunset, "did you thought of where you wanted it to go? What was going through your mind while holding them?"

"Actually, I was pretty tired last night. So, there wasn't much I was thinking about other than getting some sleep. Maybe visualizing my bed made it pop up there?"

"Yes, that's why the item appeared on your bed. Transmitting eidetic thought to the sparkles a desired location grants you the possibility of actually teleporting anywhere you can picture."

Sunset studies the sparkles left in her locket, putting two and two together Twilight's theory and the amount that was found on Thomas. If the gold sparkles can enable someone to teleport anywhere, did Thomas arrive at Canterlot High by means of these magical sparkles? This began to boggle Sunset and the others as they began questioning what Thomas told them about where he came from, and just how far the Island of Sodor really is from Canterlot High.

While everyone was trying to figure out the extent of the magic's power, Pinkie Pie still held the gold sparkles she grabbed from Twilight's jar encased underneath her palms. The sparkles didn't do anything except lay in her hand giving off wind chimes whenever she moves them. She began shaking it herself seeing if it will teleport her. The sparkles began glowing a little within her palms, but not enough for it to react proper. Pinkie Pie felt let down. She debated on taking a bit more but then thought of an idea. Bringing her enclosed palms towards her mouth, Pinkie opens up a small hole allowing for enough room and blows into her hands which activates the sparkles glowing radiantly from within. Suddenly, Pinkie Pie was being covered in gold sparkles from head to toe, all clinging to her entire being. Hearing wind chimes going off, the group all look to Pinkie Pie and the sparkling, dusty cloud completely surrounding her.

"Pinkie!" everyone called.

The group quickly ran over to her. Before they could catch her, she vanishes in the misty cloud of dust. The glittery cloud clears and Pinkie was no longer in the room. The girls were in shock. Pinkie Pie had completely disappeared from the room.

"Where did she go?" Rarity asked.

Everyone looked around the room waiting for Pinkie to hopefully appear somewhere in or close to the band room. After a while when they were beginning to think she teleported somewhere much farther away, they hear a knock on the window and look over to see it was Pinkie Pie waving excitedly.

"Again, Again!" Pinkie shouted from outside.

The girls were all relieved that she was safe and that the sparkles didn't take Pinkie far away.

"Amazing!" Twilight Sparkle said excitedly. "Actual teletransportation with a person!"

"That is awesome!" Rainbow Dash said.

"I can't believe I'm actually witnessing the transfer of matter and energy without traversing physical space. This could change the course of 60 years worth of scientific research! We definitely need to look into this, and find out where exactly this stuff's from and its purpose for being here."

"Someone want to go check up on Pinkie Pie first?" Sunset asks contentedly. "Class starts in a few minutes. We should get going before we're late."

"I'll go get Pinkie," Applejack volunteered.

The girls pack up their school supplies and put away their instruments leaving, them in the band room to pick up later when it's time to go home. They all got ready to leave the room when Sunset Shimmer speaks up.

"Remember to keep an eye out for Thomas."

"Don't have to remind us," Fluttershy said. "Now that we know a little more about what that magic can do, I'm hoping we find Thomas before whoever's using it tries to hurt him again."

Rarity chimes in. "More so let's hope that the sparkles we found off his sweater were the only ones that were on him."

Rainbow Dash places her hand on Fluttershy's shoulders giving her some reassurance.

"Its gonna be alright right. We'll find Thomas before we know it. Hey, maybe he'll even end up running into us."

"Here's hopin'!" Applejack confidently. "A friend in need cannot be left alone. Let's find Thomas and figure out where those crazy sparkles came from."

"Are you all okay getting involved in this?" Sunset reminded. "I know how much some of you wanted a break from dealing with magic. Which is why If it's all the same for you, you guys can sit this one out and let me or Twilight take care of Thomas. Whatever you decide to do, it'll be alright."

The girls exchange apprehensive looks at each other remembering their talk a couple of days ago about taking a break from magic. Some of them did want to have a day without magic meddling with their lives, but their new friend was in serious danger. Everyone wanted to see to it that Thomas is safe and possibly put an end to whatever is causing these sparkles to do him harm. Without much more need to debate, they all collectively knew what they wanted to do about this new magic problem.

"We can't ignore something serious as someone getting hurt," Fluttershy said.

"She's right," Rarity said. "Thomas may need our help. And if we're the only ones who can do anything about it then we'll have to give him all of our helping hands!"

Twilight hides Spike in her backpack then steps in next to Sunset.

"Looks like we have another magic business to attend to," she smiled at her.

Everyone happily nodded at Sunset who was overwhelmed with gratitude. Despite their interests in take it easy with anything involving magic, the Girls were all determined to help their friend instead. Because that's what friends are for; to be by your side and lend a hand when in need. Sunset really did have the best group of friends she could ever ask for.

"Thanks everyone," she said gratefully.

Sunset was glad to have her friends by her side. Now more optimistic and hopeful than earlier, Sunset Shimmer followed everyone out and left the band room as she closed the doors behind her. Unfortunately, Twilight Sparkle didn't remember to put away the jar that was still left sitting in the band room.

Just then, the door opens and in walked two boys, attentively investigating the room for something significant. Not long after, one of them bumped into the jar and knocked it over. There was only a little left of the gold sparkles, which thankfully didn't spill all over the floor. Examining it, they pick up the jar of gold sparkles, and the sound of nasally snickers fills the ambiance of the room. Whatever their intentions are now that they found the sparkles, it wasn't going to be good at all.

* * *

 **To Be Continued.**


	11. Chapter 11: Revealing The Truth

**Synopsis:** **The truth had to be revealed eventually. How will the girls react to Thomas' secret, and how will he react upon learning about their own magical secret?**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 11: Revealing The Truth**

Sunset, Twilight and the others spent all morning looking for Thomas during their first few classes but he didn't seem to be in any of them. Fluttershy at one point thought she saw him during cooking class but mistook him for someone else wearing all blue. His absence so far from Canterlot High began to worry Sunset Shimmer again when she didn't see Thomas in any of her classes. She convinced herself that the others hopefully ran into him. Otherwise, if he isn't at Canterlot perhaps he's somewhere else. Whatever the case, everyone was eager to look for him and hoped he was still active and safe by the time they find him.

It was now time for lunch, which meant everyone gets to meet up and eat in the cafeteria or elsewhere and hang out with friends. The girls all left their classes feeling fruitless in their search. But the day wasn't over yet as there were still more classes to attend, which meant a better possibility that Thomas could be in either one of them. Everyone but Rainbow Dash met near the entrance where they made a plan to look for Thomas around the halls and other rooms they haven't been in or don't have classes for. Before branching off, the girls all got a text message from Rainbow Dash urgently telling everyone to come meet her in the band room. She had found Thomas!

* * *

The girls rushed over to the band room as quickly as possible with Sunset leading the charge. They barged in and saw standing in the middle of the room Rainbow Dash with Thomas looking worn out. Everyone beamed with joy and ran over to him.

"Thomas!" they all called.

Thomas was happy to see his friends again and smiled at everyone kindly greeting him. His breathing slowed just a tad as he was now more energized to see everyone happily talking and throwing questions at him. They quickly noticed Thomas was out of breath and panting. Sunset was the first one to point this out.

"What's wrong with him?!" she asked anxiously. "Is it the gold sparkles again?"

"More like gym class," Rainbow Dash said nudging Thomas' shoulder. "I found him there playing basketball. The other students were giving him a hard time so I stepped in and helped whipped their sorry butts in a friendly game of 2 on 5 at basketball!"

"Just you and Thomas?" Fluttershy said in disbelief.

"Eh, it was mostly me doing all the work. But Thomas caught on after I quickly showed him a few basics. Those other students didn't know what hit 'em after that!"

"Wow, Thomas. I'm impressed," Sunset said.

Thomas panted, "Good, because I am not doing whatever I just did in there again."

"What you did was called a Lay up. Also, you can't expect to be amazing right away on your first try," Rainbow Dash said. "It takes a lot of skill and dedication to get good at mastering a sport. With a lot more practice and motivation, you'll be on top of your game before you know it."

"Thanks, Rainbow Dash. But I think I'd rather pull a heavy goods train than try any of that again."

Thomas' eyes shot open upon realizing what he had just said. Everyone looked at each other puzzled, then back to Thomas wondering what in the world he meant by pulling a goods train.

"I mean, uh. I'm gotta go get a drink."

He hurried to the doors. Thomas knew may have just blown his cover and needed to get away from them before they start asking questions.

"I have some water here if you like," Twilight said holding out a bottle.

Thomas stopped before the door and turned to face Twilight Sparkle happily waiting for him to accept her bottled water. Not wanting to be rude and turn down her offer, he forced himself a grin, walked over to Twilight and took the water bottle.

"Thank you, Twilight."

Twilight beamed happily. He then drank from the bottle until it was completely empty, feeling much more refreshed. Thomas handed back the bottle to Twilight's dismay of seeing it empty.

"Oh, I'm sorry," he said realizing he dranked all her water.

Twilight shook her head. "It's fine. I can always refill it by the fountain."

Now that Thomas was reunited with the girls, Sunset was the first to approach Thomas and confront him about his sudden departure yesterday. But not before asking him what that weird comment he made seconds ago.

"So, what did you mean when you said you'd rather pull a goods train?"

"Yeah!" Rainbow Dash said. "And what's the deal with you taking off last night?"

"I'm really sorry, everyone," he said earnestly. "It was getting late and I just had to get going, that's all."

"Ugh! Honestly, dear," Rarity said. "We were all dreadfully worried about you!"

"Running Off In The Middle Of The Night Without Letting Us Know You Were Okay Was Totally Not Cool!" Pinkie Pie said.

"You could've gone and blacked out again," Applejack said sternly. "What's so important that you had to leave right before tellin' any of us why you were knocked unconscious yesterday?"

"Wait," Twilight remembered. "Thomas said he had to prevent another accident like the one that happened to him yesterday."

"Oh, yeah. I did say that, didn't I?" Thomas said sheepishly. "Well, I did. But it's all better now. Really."

The girls eyed him suspiciously. Thomas continued to smile meekly.

"I mean it. I really don't know what that shadow thing was. It's never happened to me before."

"Are you sure you don't you know anything?" Twilight asked.

"Cause it seems like you do," Spike said.

Thomas didn't say anything. He honestly didn't know what happened to him but then thought of the Gold Dust flowing through him and assumed maybe they were the cause for his blackout. But he wasn't willing to tell them that. But since Thomas merely gave away the fact he was urgently trying to prevent another accident like the one he had only made the girls doubtful in what Thomas is saying.

"We didn't know where you were," Fluttershy said. "If Rainbow Dash hadn't found you, we would've spent the whole day looking of you."

"Really? You were going to do that?"

Fluttershy nodded. Thomas had no idea how much he made them all worry. Since Thomas planned to stay at Canterlot High a bit longer, he realized that he didn't have to say goodbye or leave out why he left in such a hurry last night. This filled him with contrite now that he understood how distressed his friends all looked. Even so, Thomas didn't want to reveal what he is and why he's here. There was no knowing what they would think of him if they all found out he's really a talking tank engine on a mission to find a magical train.

Sunset chimed back in. "We're concerned about you, Thomas. Sure, we've only known each other for like a day, but it was enough for all of us to see what a good person you are. We don't want anything bad happening to you, especially after seeing what you went through last night. So leaving us abruptly without any further detail and why you even had to leave at all left us more than a little on edge."

Thomas went over and sat down on a long row of steps connected to the wall and slouched his shoulders. He felt genuinely guilty.

"We want to help anyway we can," Sunset continued. "But we can't do that if you don't tell us what's going on."

He looked at everyone showing nothing but concern towards him. Despite how bad he feels about keeping secrets from his new friends, who appear to be more than understandable if they actually knew what he is, there was apart of Thomas that curdled his stomach when the idea of giving away his secret might result in the others thinking he was crazy and making up stories just for attention. The thought of Sunset Shimmer and the girls turning their back on him because of that assumption prevented him from wanting to reveal his important job. And so, he kept silent, only giving them a slight shrug.

The girls were now getting annoyed with Thomas's silence. Sunset walked over and leaned in close to Thomas with piercing, surveying eyes.

"Don't know anything, huh? Fine," She said frustratingly.

She then went over and pulled out a locket from her bag then opened it in front of him. Thomas instantly recognized the glittery substance known only to him as Gold Dust. He nearly gasped, roughly jumping out his seat upon gazing at them in shock.

"We found these gold sparkles on the floor where your sweater was laying. If I didn't know any better, I'd say these were responsible for what they did to you. Am I right?"

He still didn't say anything, and continued looking back nervously at Sunset and the Gold Dust.

"You know what this stuff is, don't you?" She asked sternly.

Thomas felt confronted. His heart was racing and his breathing became heavy again. There no way of explaining to Sunset Shimmer and the others what he knows about the Gold Dust, not that he knew of. He already felt terrible not saying anything and wasn't about to lie right in front of them again. This was something he couldn't avoid, and very likely had to speak up about soon or else it could get worse from here. Thomas didn't know what to do next.

Before anyone could say anything else, Twilight reached in her bag to grab the jar of Gold Dust. But, didn't find anything in there except Spike who was poking out of the bag while the others were having their conversation. Spike jumped out as Twilight searched vigorously through her backpack by emptying everything out and trying to shake the backpack upside down to dump out all the remaining items left. Her magic tracker bounces onto the floor and rolled on it's back.

"Oh No! It's gone!" she called. "It's all gone!"

Everyone was alerted to Twilight who got up and attentively searched the room.

"What's Gone?" Pinkie Pie asked.

"The gold sparkles I had inside the jar! It's missing!"

Thomas and the girls all gasped.

"How did you lose it?" Rarity asked.

"I sat it down after Pinkie Pie used some of it to teleport outside," Twilight explained tensely. "I guess I got distracted by all of the excitement and forgot to put it away."

"Sweet tarnation!" Applejack said. "Alright everyone, search the room it's gotta be here somewhere."

The girls looked all over but weren't having any luck. Thomas stayed seated where he was with Sunset Shimmer glaring at him suspiciously. All he could do was muster a smile even though Sunset and the others were not having it.

"I definitely don't remember putting it in my bag," Twilight said.

"It couldn't have teleported out of your backpack then," Fluttershy said. "Unless it teleported out of this room?"

"Allow me to sniff it out," Spike suggested confidently.

He trotted over to Sunset asking to smell the Gold Dust she had in her locket. Sunset leans down and holds the locket up to Spike's nose who then starts sniffing it a couple of times. However, there wasn't a distinct enough smell that he could latch on to and track the source of where it is.

"Well?" Sunset asked.

He tried sniffing around the room for the Gold Dust's scent to no avail.

"Hrm, I'm not getting anything. This stuff has no scent. All I'm smelling is the locket."

Then Twilight Sparkle remembered something. "Wait a minute."

She runs over to her backpack and grabs the magic tracking device laying on the floor. All the girls notice this knowing they were now in luck. Thomas had no idea what she was holding or what it was and stared with narrowed eyes at the alien looking gadget like some kind of outer worldly item. Twilight turns on the tracker and without a second of silence, the blinker goes off turning the pink ridges into the same shade of gold it did when the locket detected magic back at The Sweet Shoppe Café.

"Girls look, it's turning gold again," Twilight said curiously.

It became apparent to the others that the Gold Dust were the cause of Twilight's device blinking a different color other than pink. Explaining their recent encounter with the sparkles coming in full circle again.

She followed where the gold light was blinking leading towards the exit but then redirecting around back into the room. Everyone watched, anticipating where it might lead to and wondering if it's coming from somewhere in the band room or elsewhere in the school. Watching vigilantly as the gold light changes directions, the blinking light points Twilight to her right leading up to the wide row of steps. The beeping from the device grew louder as she got closer to the magic source. Eventually she found it. The beeping noise intensifies, indicating that the device has found the magic's origin, and it was coming from Thomas. Twilight looked up to see the light was blinking directly at Thomas shifting himself away from the device. Everyone's eyes shot open for a good second before realizing that Thomas was with out a doubt hiding something from them, going from shock to undoubtedly suspicious.

"What's that thing doing?" Thomas asked closing his ears.

Instead of getting an answer, Applejack approached then sets her foot on the steps and leaned in on a startled Thomas.

"Enough with the small talk. What're you hidin' from us?!"

"Yeah! And Don't Try Anything Sneaky 'Cause We're On To You Buster!" Pinkie Pie said wearing a deerstalker cap and holding a magnifying glass directly at Thomas.

"Just tell us, Thomas," Rarity said sincerely. "What do we have to do to show you can trust us?"

Everyone was talking all at once, begging and confronting Thomas to speak up. Finally, he couldn't keep himself silent or avoid the conversation anymore and gave them an answer.

"Because you won't believe me!" he yelled.

The girls stopped talking and stared at him. Thomas locked his knees under his arms.

"If I told you what's going on, you'd all think I was making it up. It's crazy and confusing and even I can't understand it. I don't want anyone to think I'm making up stories just so I can get attention or something like that. You all seem like amazing friends. I don't want that to change or lose your friendship just because I'm not normal."

The girls looked at each other feeling terrible for both Thomas and for being so direct. They could see Thomas was genuinely upset about his secret after burring his face in his legs. Everyone gathered around and sat next to Thomas. Sunset Shimmer and Applejack sat beside him, Pinkie Pie and Rainbow Dash sat on their knees facing him. Twilight Sparkle, Fluttershy and Rarity sat behind Thomas, who looked up to see them all sitting close by and gazing sympathetically at him.

"Thomas," Sunset stated placing her hand on his, "We're only trying to understand what you're going through because we care about you."

"You do?" Thomas asked. "Even though we barely know each other?"

"I Know Who You Are," Pinkie Pie said. "You're A Friendly And Fun Person!"

"And we don't have to know each other to see if there's any way we can help at all," Rarity said.

"Especially if that person nearly blacked out," Rainbow Dash commented.

"Even though I'm still having a little trouble now," Fluttershy said. "I remember a time were I almost could never speak to anyone until I met all my friends. That was when I realized that my closest friends were the few people I can talk about anything with."

This reminded Thomas of Percy weirdly enough.

"Fluttershy's right, Thomas," Applejack said. "We're your friends now, which means whatever you got goin' on in your life, it shouldn't feel like a burden to keep it from us."

"It's better to tell someone who can understand," Twilight said. "And who will help you understand."

"No matter what happens afterwards," Rarity said. "We will always remain by your side, biggie or no biggie."

Sunset smiled. "So, If you have something you need to say, we're all ears."

There was a warm and fuzzy feeling inside Thomas that he couldn't quite explain to himself. He felt happy and safe. At first it could've been just his warm boiler. But knowing he's a person now and not a tank engine left him wondering why and how he felt this way. After talking with the girls and hearing them reassure Thomas of their understanding, he knew then that that's what it was. There was no judgement to be had with them. and that fuzzy feeling was just his relief. Seeing the girls act so supportive and benevolent, Thomas knew he had to tell them. There's no sense in hiding who he is or what his mission is anymore. It's time that he spoke up and told the truth.

Thomas sighed, building up all his courage.

"Okay," He said quietly.

The girls leaned in ready to hear what he's about to say.

"See, the thing is," Thomas started but then was interrupted, by Pinkie Pie.

"You're A Talking Locomotive From A Railway Of Other Talking Trains That's On An Magical Island Really Really Far Away, Like On Another World Far Away, And You Were Sent Here To Look For An Engine Who Keeps Your Home Alive And Protected Using Magic Sparkles, And Without Their Magic it Causes All Sorts Of Bad Things To Happen, Which Is Why You Need To Find Them Because If They're Not Running The Magical Railroad That Connects Both Our Worlds Then Someone Else May Have Control Over The Magic And That Can Be Either Really Good Or Really Awful, So Unless You Bring Them Back On Time Before Any Of That Happens We Could All Be In Serious Trouble!" Pinkie sqees.

Thomas was slack jawed.

"How accurate is she?" Rainbow Dash asks nonchalantly.

"Very," he said speechlessly.

"Oh, And There's Also Talking Vehicles, Ships, Cranes, Aircrafts, And Rolling Stock! Whatever That Means." Pinkie Shrugged.

"So, you're actually a train?" Sunset asked.

"A talking train!" Fluttershy said.

"From a magical Island filled with other means of transportation who can speak?" Rarity asked.

"And you're here lookin' for a magical locomotive that went missin'?" Applejack asked.

Thomas nodded sheepishly. Despite what they all said to him, he braced himself in case they didn't believe what Pinkie Pie just told him; which he still couldn't deduce how she knew all of that and then some.

"That… is… Awesome!" Rainbow Dash said.

Thomas was surprised but then quickly became cheerful when he was ecstatically bombarded with questions after questions about what it's like to be an engine and more about the Island of Sodor. They all wanted to know how different his world is, how or if he can drive on his own, or how engines are able to talk. Thomas answered most of them as well as confirming everything he told them prior about Sodor and what he and his friends do there were in deed true, minus information about him being a tank engine.

Sunset Shimmer was the most surprised by Thomas' reveal. Given how she was the first one to meet him and get a sense what kind of person he is right off the bat, everything odd or off about him earlier made complete sense now; to her and the others. The constant determination to work, the unfamiliarity with their environment and inventions was all because he was from a completely different world from theirs. Sunset only knew Equestria and Canterlot High to be the only existing worlds as far as she's ever known, now she's found out there's another place and it's inhabitant by talking trains, and that Thomas is one of those talking trains. Suddenly the connection between Canterlot High and Equestria didn't seem so minimal anymore.

"Hey, Sunset Shimmer is from another world too," Spike mentioned. "She came here from a kingdom of magical ponies."

Thomas looked at Sunset Shimmer very surprised. He thought he was the only thing that ever crossed other onto worlds. To find out he met yet another person from another world boggled his head. Sunset didn't know how to react, especially when being put on the spot. She kind of hoped to tell Thomas herself later on in a less direct manner. Now that the cat's out of the bag, she just told Thomas what she is while rubbing the back of her head.

"Oh. Uh, yeah. I forgot to mention that I'm also actually a unicorn from a place called Equestria," she said sheepishly.

"You're a, pony?" he asked baffled by this reveal.

"A Magical Pony!" Pinkie Pie said.

Thomas was inquisitive. "And you use to live in a place called, Equestria? What is that?"

"It's An Entire Kingdom Filled With Talking Ponies And Other Magical Creatures. We Didn't Know About It Until Our Other Friend Named Twilight Sparkle From Equestria Came To Stop-"

Before Pinkie could go on, Sunset waved her hands vigorously, indicating Pinkie Pie to stop talking.

"What?" she asked shrugging her shoulders.

"The point is," Sunset continued. "There's another place similar to here but inhabited by pony counterparts of ourselves. It's, just as confusing as it sounds. The Twilight Sparkle from Equestria came here looking for a stolen crown which ended up filling this world with magic."

"Wait, there's magic in this place too?!" Thomas said.

He was still mind mindbogglingly confused. A land where talking ponies live, a place virtually similar to Canterlot High, and it's all filled with magic. This was so much to take in for Thomas, but he was intrigued either way despite how crazy it sounded; not that he could judge seeing where he comes from. He also couldn't believe that there was at one point another Twilight Sparkle in Canterlot High, or that there's pony counterparts of all the girls living in yet another strange place he never knew existed until now.

"Guess we should've started with that, huh?" Twilight Sparkle said regarding their confrontation earlier.

"Maybe we should've," Sunset sighed. "Sorry for not telling you sooner. I wasn't sure how you'd react to the fact that I'm really a pony from a magical land. Looks like there was more to both of us than meets the eye."

Thomas smiled then twiddled his fingers. "So, you're a _magical_ pony, huh?"

Sunset nodded.

"Wow. This is all so amazing! I never Imagined meeting more than one person from other worlds. Or getting an actual chance to visit one. Thank you for telling me, Sunset."

The two smiled to each other happy now they knew more about each other. A world of magical talking ponies was a first for him. Suddenly the world beyond Sodor felt a lot bigger than ever before. He didn't know what to make of Sunset being a pony, but he wanted to learn more about Equestria regardless and what kind of life Sunset Shimmer had there.

"I still can't believe you're from a place that's not Equestria," Twilight said. "This leaves open a whole wide tabulation of possibilities for other worlds that could be interconnected to Canterlot!"

"Just like I can't believe you're actually a pony where you're from," Thomas said to Sunset.

"Magical ponies, talkin' locomotives, next fella we meet will probably be a car robot from outer space," Applejack joked.

"Also, how is a land filled with talking trains put off by a talking dog?" Spike asked Thomas.

"We don't have animals that speak on Sodor."

Fluttershy slouched her shoulders.

"Just your typical wild life that takes up most of the island second only to us engines of course."

"How many animals are there on Sodor?" Fluttershy asked.

Being an avid animal lover, Fluttershy absolutely adores all kinds of creatures small and cute, big or fluffy. She wanted to know all about the animals living on Sodor.

"A whole bunch! Too many forests to count. There's just acres and acres of them."

A wide eyed Fluttershy happily beamed with joy while listening to Thomas go on about animals on Sodor and how it has lost of forestry with all sorts of wild life in them. When Thomas was close to finishing his sentence Fluttershy grabs the collar of his shirt with an intense grip and leans in close.

"Take me there. Now!" She said passionately.

Thomas didn't know whether to be freighted, put off, or legitimately comply with her request. Realizing her abrasiveness, Fluttershy shamefully lets go and brushes off Thomas' shirt.

"I'm so sorry."

"That's okay, Fluttershy!" Thomas said. "You know, I bet you and Henry would get along great if you're that passionate about wildlife."

"Who's that?" she asked.

"Henry. He's my friend, along with all the other engines of Sodor. There's Gordon, James, Edward, Toby, Emily, and my best friend Percy."

"The one you deliver mail with," Twilight stated.

"That's him."

"Well, now that we know you're a talking train from another world," Rarity said. "Would you mind telling us what those gold sparkles are?"

Sunset Shimmer handed Thomas her locket. He opens it and examines the collection of Sparkles inside.

"These are called Gold Dust."

"Gold Dust?" they all said.

"Yep. The engine I'm looking for can generate Gold Dust. It's how she powers our land and keeps it alive. Along with any other world connected to the Magic Railroad, the land in where she operates. You said you found this off my sweater?"

Sunset Shimmer nodded.

"There was more than that," said a disgruntled Twilight. "But now it's gone. And it's all my fault."

"Don't beat yourself up about it," Rainbow Dash said. "I'm sure the janitor probably found it and took it to the lost and found."

The girls went back to asking more questions about Gold Dust and what Thomas knew about them.

"What were you doing carrying Gold Dust on you?" Fluttershy asked.

"It was the only way for me to get here. You see, me and Percy went to visit the Magic Buffers when we found out they weren't working at first."

Thomas went on about gold dust and how it's used to travel from the Island of Sodor over to other places. He explained how the Magic Buffers connecting his land to the Magic Railroad led him to find his way here, bursting through the Wondercolt Statue's base in the school's center courtyard. The girls have seen and done some pretty amazing and crazy things ever since magic came into their lives. To hear that there are other worlds out there beyond Equestria that also contained magic was astonishing to hear.

He continued going over everything starting with the day he discovered the Magic Buffers weren't working, from Lady's disappearance to Mr. Conductor asking him to find her and giving up his Sparkles so that he can pass through the buffers, to ending up here in Canterlot High, struggling with the experience he's had so far being a human and so on. And the girls all happily listened, usually alternating from confused, amazed, worried, or determined. Thomas felt much better getting this all out, because now he had friends at Canterlot High who were eager to hear what he had to say. Knowing fully well that the girls all have experience with magic somehow, he was more confident than ever that he's found the right group of friends who were willing to lend a hand.

* * *

 **To Be Continued.**


	12. Chapter 12: Looking For Lady

**Synopsis:** **The truth is out! The Girls know about Thomas, where he came from, and what he is. Now they've joined his quest to find Lady, but will a large party of people be enough?**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 12: Looking For Lady**

The Girls now knew the truth about Thomas. He was actually a tank engine on a mission to search for a magic train named Lady and save his home the Island of Sodor from certain doom. He also told them about Gold Dust, the Magic Railroad, and what he knows about how it's magic works. He still didn't know why Gold Dust was hurting him, refusing to believe someone may have been manipulating it to inflict harm. Thomas thought the reason for his black out was because Lady's absence from the Magic Railroad is starting to take effect on anyone or anything connected to her magic, even though him being knocked unconscious never happened last time Lady was lost. Because Thomas had Gold Dust surging through his body, he might be now more susceptible to its effects.

Everyone left the band room to go get lunch in the cafeteria. They all sat on a table eating their meals while still trying to piece together what's going on with the Gold Dust. The Girls began asking more questions about Gold Dust and their relation to his black out.

"So, it really was the Gold Dust that's hurting you?" Fluttershy said. "The magic sparkles were the ones causing that shadow thingy to appear."

"It would seem so," Thomas said. "Maybe Lady not running the line anymore is the reason her magic's out of control. The lack of magic being made might be what's causing Mr. Conductor and I to start feeling sick."

"That's why when you assumed this was the case," Twilight stated. "You left in a hurry in hopes of finding her before anything like yesterday got out of hand again."

"Yeah. And, more so that I don't get in trouble with Sir Topham Hatt," Thomas admitted. "He had a job for me and Percy last night but I never showed up for it. I was hoping I would've brought her back by yesterday, but now that I'll be going to Canterlot High a bit longer, I'm hoping Percy was able to tell Sir Topham Hatt why I'm not on Sodor."

"I too am hoping your friend told him where you are," Rarity said. "If anything, you should've let this Mr. Topham know yourself before running off to other worlds so abruptly."

"So, you didn't tell anyone other than Percy where you were going?" Sunset Shimmer asked.

"Well, yeah. I really thought I wouldn't be here that long. But then after I started going to classes and meeting you guys; all of that changed. I thought I had to go back to Sodor, but now I can't. Lady is definitely here. And I'm going to bring her home. Even if it means getting a scolding or two."

"But you only saw her here at school when it was night," Twilight said. "Does that mean we'll have to wait until it's dark out again to see her?"

"Nope. She's here, even now. I can feel it. I just have to search for her again as soon as possible."

"Well in that case, why not add a few more people to your search party?" Applejack said.

"Oh. You wanna help me?"

"Of course, we do, Sugarcube!"

"That's Right!" Pinkie imputed. "You Can't Call It A Search Party Without A Lot Of People In It, Silly! Otherwise It'd Just Be A Solo Party, And Those Are No Fun."

"Um, I wouldn't mind helping as well," Fluttershy said. "If-if you don't mind, at least."

"Count me in!" Rainbow Dash said.

The rest of the Girls nodded, agreeing to join the search. Thomas could see they were determined, and already on board with his mission. He felt a little bashful for some reason.

"You really don't have to," he said, modestly.

"We told you already darling, we're sticking by your side no matter what," Rarity confidently said. "Besides, if all we have to do is locate an engine hiding out at CHS, then that's the appropriate amount of magic quandary I'm keen in dealing with."

"It is nice that there isn't someone using magic to take over the world for once," Fluttershy said.

"Finding Lady is gonna be a breeze!" Rainbow Dash boasted, spinning a soccer ball around on her finger.

Thomas remembered what Mr. Conductor, Percy, and Toby told him about Diesel 10.

"That is, if Diesel 10 doesn't find her first. There's a chance he's also after Lady's magic too."

Rarity slouched with disappointment in her seat.

"So much for this magic business bein' a cakewalk eh?" Applejack smiled, comforting Rarity.

"Or A Pancake Walk, A Shortcake Walk," Pinkie Pie said. "Oh, Even Better, A Cupcake Walk!"

"Who's Diesel 10?" Sunset asked Thomas.

He slouched. "I don't know anymore."

The girls shared glances to each other, wondering what he meant. He then tried to explain Diesel 10 to them.

"Mr. Conductor thinks he's the one behind the magic going crazy. If he is, then this wouldn't the first time he tried stealing Lady's magic. Long ago, he wanted to take over the Magic Railroad, so he can use Lady's power to destroy it and all the steam engines. He nearly crashed her the first time trying to take away her magic, but Lady's caretaker managed to hide her away. When she returned he tried again, only to be foiled thanks to Mr. Conductor and I."

Everyone was in shock while listening to Thomas go on about this diesel engine. They couldn't believe someone as dangerous as Diesel 10 actually existed where he's from, and how close he came to destroying Sodor and the Magic Railroad. Living on Sodor did not sound as mundane as it did.

"When Diesel 10 was allowed back on Sodor, he kind of stopped hunting for Lady. He even helped around the Island for a while. I still thought he was scary, but Diesel 10 proved he was really useful after helping us clean the Sodor Airport."

Thomas sighed pausing to reflect back on those days, which all seemed like vivid memories to him.

"Something changed in him after that. He went back to being evil, going from trying to take over the Steamworks to stealing our Christmas decorations."

"Okay, so is this guy evil or not?" Rainbow Dash asked, confused.

"That's the problem. I though Diesel 10 learned his lesson and was really useful now that he knew how wrong his actions were. But Mr. Conductor, even Percy is convinced he's blocking the Magic Railroad and using Gold Dust to hurt us."

"He sounds like a very scary engine," Fluttershy said, nervously hugging herself. "I hope we ever meet him if Diesel 10's as bad as he sounds."

All of the stories she's heard so far about Diesel 10 frightened her.

"Are you sure he's not the one controlling the magic? I mean, what if this Diesel 10 guy," Sunset was interrupted.

"No. He's not," Thomas said, sternly.

Sunset was put off. She was surprised to see Thomas so defensive.

"Then, what was that thing I saw in my vision?"

"Vision?" he asked.

Thomas was confused. Sunset looked to Twilight and nodded before taking off her necklace to show him her Geode Crystal. Everyone else does the same and whipped out theirs so he can see them carrying locket contained Geode necklaces.

"These Geodes grant us unique magical abilities. We found them when we were all at Camp Everfree. My hunch is that they're from Equestria, but other than that, we don't actually know where they're from. Mine allows me to read other people's thoughts by contacting them and feeling their emotions."

Thomas was impressed so far.

"While you were out, I sort of saw into your thoughts and feelings by holding onto your arm. When I did, I saw a land covered in red and surrounded by fire. In the middle of it all was something laughing. I think it might've been Diesel 10 using Gold Dust on the Magic Railroad."

Disheartened, Thomas leaned back on his chair slouching down a little. Sunset Shimmer and Twilight Sparkle looked at each other noticing how conflicted he appeared.

"What do you think, Thomas?" Twilight asked. "Do _you_ really believe he can be redeemed?"

He looked over to Twilight and the others.

"I mean, I want to." He then corrected himself, "No. He has to be. I refuse to believe Diesel 10's the one using magic to do all this."

"Well, I suppose you can't always rely on people to see the bad in what they're doing right off the bat," Rarity said. "May I ask what he was doing prior to this whole debacle?"

"After stealing our Christmas decorations, he sorta laid low for a while. Sir Topham Hatt then sent him away not long ago. I heard it was because there were too many diesels on Sodor. But then there was this rumor saying that he never left the Island, and was hiding out at the Dieselworks."

"You really believe this guy turned himself around after all the things he tried to do you and your friends?" Rainbow Dash asked.

"I Believe Him!" Pinkie Pie said, popping next to Thomas and wrapping her arm around his shoulder.

"You do?" Thomas asked.

"We've Met People Who've Learned From Their Mistakes Before, Right? If Thomas Says He's Good Now, Then That's Good Enough For Me!" Pinkie then appeared back in her chair.

"Eh, What the hey," Applejack smiled. "Magic probably is actin' up 'cause of Lady's absence from the Railroad. Seems bout right to me."

"I still think he sounds scary," Fluttershy said.

"So do I, Fluttershy," Thomas said. "But if I wasn't brave enough to ask him for help with the Airport, a lot of things could have gone wrong and Diesel 10 agreed to fix that. I know for a fact he secretly just wants to be really useful. And that's all I need to believe that he really did learn from his past actions, and decided to be a much more reliable engine."

"If that's the case, then I guess we'll let him off the hook," Rainbow Dash said in support.

Twilight Sparkle and the others all collectively agreed.

"Yes, I suppose we shouldn't be too judgmental towards someone we've barely even met," Rarity said. "Pinkie Pie is right. I mean, if Sunset Shimmer can be reformed why not give this Diesel 10 character a chance to?"

"Rarity!" Sunset said.

Rarity was confused a first but then remembered to correct herself. Though it wasn't at all what Sunset was upset about, but she didn't know this.

"Oh, no offence dear."

Sunset Shimmer embarrassingly slapped her hands on her forehead. She was red with shame when looking back at Thomas perplexedly gazing at her; wondering what Rarity meant by her being reformed. Sunset didn't want him to know about her past right away. Rarity may have just let it slip by accident that at one-point Sunset was not a good person herself. Twilight Sparkle saw this and tried to change the subject before Thomas started asking questions.

"Then it's settled," she stood, with assurance. "We're all going help Thomas look for Lady,"

Thomas forgot what Rarity said for the moment as he and everyone else happily agreed to the plan. The bell ranged for students to head to their afternoon classes. Before heading off, Thomas made sure to describe what Lady might look like to the others so they have a clearer idea of what they're looking for.

* * *

He didn't know which class he had next until Pinkie Pie showed Thomas where they needed to go. They both had cooking class together. While there, they looked around the room for anyone who may look like Lady. Nobody fitting her description was in cooking class, however. Regardless, Thomas found he was having fun with cooking after a while. Pinkie Pie made it so because of her love for eating and sweets. The two both partnered up as Pinkie taught Thomas how to mix, decorate, and which ingredients were important to go with which, until she started improvising and ended up making a large rainbow cake with chocolate fudge frosting, various candy toppings, and sparkling candles that didn't meet what was told to be made but were still graded for creativity. The two friends both shared a piece of their cake. Thomas was ecstatic after taking his first bite. He never tasted anything so sweet and packed full of flavors. Pinkie Pie was happy that Thomas liked the cake as they continued eating up most of if not the whole cake.

Next Thomas had science class. None of his friends were there and nobody resembling Lady either. He figured Twilight Sparkle would be here too. But to his surprise, he was on his own for this one. Following along the best he can, Thomas waited anxiously for class to end while trying to keep up in science. The subject matter was difficult for Thomas to learn due to how far beyond the technology and terminology was in this world compared to Sodor. He saw what other students were doing and mimicked how they were mixing chemicals, only to have the one he was working on fizzle up when Thomas added a substance that reacted improperly and exploded, covering mostly everyone in lime green foam. The teacher crossed her arms and everyone glared at him. Thomas was embarrassed.

The last class of the day came along finally. Applejack and Rarity were both in it to Thomas' relief. The subject matter was Language Arts, a class Thomas assured himself he would have a better chance in keeping up with. He didn't at first. But then he slowly caught on and found Language Arts to be pretty easy. Thomas noticed Applejack struggling with her assignment. He tried opening one of the text books and read to her a few approaches she can take on her assignment. This really helped Applejack. Both Rarity and Applejack were impressed by how quickly Thomas caught on with this class. The two girls smiled back and gave him a thumbs up. At one-point Rarity and Thomas both ended up helping each other when they were stuck on a subject that none of them knew more than the other and vice versa.

* * *

With still no luck finding Lady, the bell ranged and school was over for the day. Rarity, Applejack and Thomas headed out of their classroom. They were walked down the hallway to meet their friends in the main lobby.

"I positively can't thank you enough for your suggestions in class today, Thomas," Rarity said, gratefully.

"Same here!" Applejack agreed. "Not that it's a tough subject or anythin', but somehow it feels a lot simpler now."

"I didn't think I was any good at it either," Thomas said. "But the answers became clearer when I stopped over thinking it and just saw them for what it is."

"Well remind me to apply that approach the next time we have class," Rarity said happily.

The three met up with Fluttershy and Rainbow Dash already waiting by the entrance. Eventually, Sunset Shimmer, Pinkie Pie and Twilight Sparkle with Spike hiding in her backpack met up with everyone ready to form a pack.

"Hey, Thomas," Sunset approached. "I've been thinking about how you described Lady, and I think I might know who you're talking about."

"You do?!" Thomas said, excitedly.

"Before we met, I volunteered to give a tour around Canterlot High to some new students. And now that I'm starting to remember, there was this one girl who I think matches everything you described her as."

"So Then, Lady Really Is Here!?" Pinkie Pie said.

"She is, and she's definitely posing as a student. That much we now know, which means finding her shouldn't be too difficult."

"But Lady wasn't in any of our classes," Rainbow Dash said.

"At least, not today's classes," Fluttershy remarked.

"Does anyone remember seein' someone resemblin' her this morning?" Applejack asked.

Everyone shrugged. A few of the girls were paying attention to some of the students leaving the building for any sign of Lady while talking. It was difficult to tell which female student could be Lady based on very little description they have of her.

"Seriously?" Rainbow Dash said. "How do none of us share the same class with her?"

"Unless she doesn't actually go to class, perhaps?" Rarity said."We can't expect to just wind up running into her if she doesn't."

"Let's take a look around the school before everyone leaves," Twilight said. "Maybe Lady's still somewhere in the building."

Everyone agreed and formed a pack. Thomas, Twilight Sparkle, Spike and Sunset Shimmer would look around the bottom floor. Rainbow Dash, Pinkie Pie, Rarity, and Applejack covered the second floor. Fluttershy agreed to stand by the entrance in case Lady walks out through there. When all knew the plan, they spread out into their groups and went off to find Lady.

* * *

They searched everywhere in Canterlot High from the Library, the Gymnasium, the Cafeteria, a few club rooms, outside in the soccer field, the parking lot, and random spots around the hallways. Despite having a big group of people, there was still no sign of Lady anywhere. Twilight, Sunset and Thomas stopped by the principles office to see if that's were she's possibly hiding while also going through the lost and found to see if the jar of Gold Dust Twilight lost ended up there. They found that the Gold Dust was not in the lost and found. This began to worry Twilight even more as she still felt bad for taking her eye off of it in the first place. It wasn't like her to forget that a potentially dangerous magic source was left alone for at most a minute before realizing it was gone. She even began asking herself if the pony Twilight has ever made a similar mistake; not really wanting an answer to her own question. Now the Gold Dust was elsewhere, no doubt farther away from Canterlot High seeing how the magic substance is able to teleport anything.

Thomas, Sunset and Spike saw Twilight was upset and tried comforting her.

"Cheer up, Twilight" Spike said. "Sure the Sparkles may be gone, but at least we can count on it not ending up in the wrong hands, right?"

"We don't know that for sure," she said, anxiously. "For all we know that Diesel 10 guy might've found it or something far worse!"

Realizing what she said, Twilight Sparkle regretfully looked over at Thomas angrily crossing his arms and disheartened to hear her accuse Diesel 10. She rubbed the back of her head.

"I'm sorry. I'm just so angry. How did I forget to put away the Gold Dust or keep them somewhere safer?" Twilight sighed, sadly. "I can't imagine the pony Twilight has ever made a mistake this bad."

Spike was really concerned for his friend. Thomas and Sunset looked at each other, both appearing worrisome.

"What does she have to do with losing the Gold Dust?" Sunset asked.

Before Twilight could answer, Sunset notices someone looking through the translucent window of the reception room door. As soon as they realized she saw them, the shadows quickly ducked from the window. Catching onto the crazy assumption that they were being watched, Sunset Shimmer ran towards the door, barged it open and looked around for whoever was peaking inside the office. Thomas and Twilight Sparkle followed her out into the halls wondering what's she so alerted by.

"What is it, Sunset?" Spike asked.

Then the four all saw someone, two people in fact. Down the hall were two boys regrouping with each other and making a break towards the other hallway. Thomas quickly got a good look at the boys and noticed something awfully familiar about them.

"Wait a minute," he squinted, skeptically. "I know those two."

* * *

Thomas ran down the hall after them with Sunset Shimmer, Twilight Sparkle and Spike right beside him. Sunset sent out a text message to her friends alerting them to stop the two boys from getting away. Rainbow Dash, Pinkie Pie, Applejack and Rarity had just finished looking around on the second floor and were heading back down the stairs to meet up with everyone else when they got Sunset's text. The four girls notice the two boys stopping right by the foot of the stairs relieved to have lost the people chasing them. They then look up to the four girls standing three steps above them. The four girls look back at their phones then at the two boys. Upon realizing that these were the boys Sunset told to stop, the girl's expressions went from addled to angry.

Panicking, the boys quickly guessed what their expressions meant and sprinted off in a hurry. Applejack, Pinkie Pie, Rarity, and Rainbow Dash run after them. Rainbow Dash was not far behind as she used her Geode Crystal; tapping into her magical ability to run at super speed. The boys eluded her, hiding behind a trash can while watching Rainbow Dash stop and survey the hallway before taking off again. They run down a different direction only to be apprehended by Thomas, Twilight and Sunset. They ran back the way they came trying to find the exit. The two groups reunited and were hot on their tail, but the two boys managed to evade them still, eventually making their way to the main lobby were Fluttershy happily sat playing with a bunny.

They hurried towards the door where Fluttershy was at first unaware of the two boys approaching her. Then, Fluttershy nervously noticed the two boys approaching her, not knowing how or what she can do to stop them. She got up and in the heat of the moment stood in front of one of the doors trying to block them from leaving by raising her arms up to make less room for them to pass.

"Um, Stop... please," Fluttershy said, timidly.

Without much thought or acknowledgment, the two boys kept charging towards the doors running past her and leaving the building.

"Excuse me," said one of them.

"Coming through," said the other bumping into Fluttershy while running through a door she was blocking.

Fluttershy dropped to the floor feeling upset for not being able to stop them. The others make it to the lobby and quickly ran out the doors. Twilight Sparkle stops and helps Flluttershy up to her feet. Both rejoined the group who were all standing in the middle of the courtyard looking around for the two boys, now nowhere to be seen.

"Ugh, great!" Rainbow Dash groaned. "Where did they go?"

"And how do you know them, Thomas?" Twilight asked Thomas.

He was too busy thinking if those two boys were indeed the same engines he once knew.

Spike heard a noise as Twilight took him out of her backpack. The noises were coming from a bush to the far right of the school building. He went over and sniffed the strange moving bush thinking it was a squirrel at first, until the scent he sniffed told him otherwise. Everyone noticed Spike growling at the bush when they all made their way over to him. Spike stepped aside when Thomas and Twilight approached the bushes. Both of them cleared the branches, revealing the two boys they were chasing now huddled together trying effortlessly to not make a single sound.

Thomas was shocked to see it really was people that he recognized. The two boys were identical twins sporting the same matching haircuts and clothing. One wore purple and grey and the other olive green and grey also. They had olive and purple frosted tip haircuts, a lighter shade of purple and olive skin color, purple and olive weathered leather jackets, grey tees, weathered jeans, and purple and olive shoes with jet black lacing. Each of their shirts had names stitched on the front chest with white fabric. One read Splatter, and the other spelled Dodge.

* * *

 **To Be Continued.**


	13. Chapter 13: Master Plan

**Synopsis: The Gang catch up with two T &F characters not seen in a long time, who tell Thomas and The Girls what they're doing in Canterlot High, discovering more about what's really going on with the magic and who's really behind it's corruption. A sinister plot is brewing behind the scenes that our heroes aren't aware of. But once they find out someone else is orchestrating something devious, more questions being piling up, and the fate of both Sodor and Canterlot arises to an all time high.**

 **Sidenote: The timeline between each flashback may seem confusing at first, but I'll try to make it clear at what point the flashbacks take place.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 13: Master Plan**

"I thought I recognized you two," Thomas said, sternly.

He and the Girls were searching for Lady around Canterlot High when Sunset Shimmer soon realized they were being followed by two boys ogling them from a distance. After a hasty chase, they caught the two boys hiding behind some bushes outside in the school courtyard. Thomas recognized them as Splatter & Dodge, two diesel engines who at one point were both lackeys to Diesel 10 during his hunt for Lady. Splatter was the one in purple while Dodge sported olive green. Both gazed up at Thomas and the Girls.

"Who are they?" Twilight asked.

"These two are diesel shunters back on Sodor. Diesel 10 ordered them about into helping him find the Magic Railroad before. They're called Splatter and Dodge."

Both stuttered to get a word out.

"Actually, I-I'm Splatter."  
"A-and I'm Dodge."

Thomas was dumbfounded.

"I didn't," he shook his head over their comment. "It doesn't matter. What are you two doing here?"

They both got up.

"Didn't Fat Man ever tell you where he sent us?" Dodge asked, acting smarmy.  
"I don't think anyone noticed we were gone," Splatter said, sincerely.  
"Nah, someone had to have known."  
"He didn't."  
"Well, 'cause no one never told 'em."  
"Should we have told 'em?"  
"Nah, I'm sure they knew."

"We did notice you were gone," Thomas said, irritably.

Him and the Girls were already getting annoyed over the two avoiding their questions.

Indeed, Thomas had a lot of questions. He figured the only reason they'd be here is because of Diesel 10. But because Thomas wasn't convinced Diesel 10 is behind Lady's disappearance, he refused to assume Splatter & Dodge were at Canterlot High for the same reason he was. But so far, that seemed to be the only case. Why else would they be here? Unless this is where they've been hiding since him or anyone back on Sodor has seen them.

Splatter chortled. "Liar lair."  
"Pants on fire," Dodge finished.  
"More appropriately this time."  
"But they're not actually on fire."  
"So?"  
"So it's not-"

"Just tell us why you're here!" Sunset Shimmer demanded, impatiently. "Why were you watching us from the principal's office?"

"Are you looking for Lady too?" Thomas asked.

"Mm, why should we tell you?" Dodge said, smugly.  
"Yeah, why should we? We don't have to say nothin' to none of yah!"  
"Exactly, we're indy-pend-ants now."  
"Yeah, Indy-how do you say that?"

Thomas stood firm as the Girls angrily leaned in front with some crossed their arms. Pinkie Pie's fist punched into her palm, while Sunset Shimmer and Rainbow Dash's fists rested on their hips. The two boys were wide eyed and petrified.

"I think we should tell them," Splatter said, quickly.  
"Yeah. Yeah, s-solid idea," Dodge agreed.

The Girls stepped away from the two, still glaring with arms crossed. Thomas smirked knowing they were all it took to intimidate the two diesels. Splatter and Dodge shared a glance to one another before telling Thomas why they were at Canterlot High. Dodge started first.

"We did come here for the Lost Engine."  
"Us and The Boss were chasing her when we suddenly ended up here in this freaky looking place."  
"And that's when he ordered us to look for her and make sure she doesn't get her magic back."  
"So, we've been trying to find the lost engine ever since with no luck."

"Who's your boss?" Sunset Shimmer asked.

They gulped nervously. Though he knew what the answer might be, Thomas was still caught off guard when they gave an answer.

"Diesel 10."

Everyone was shocked. The Girls look over to Thomas steeping back in horror. He couldn't believe what he heard. Rather, he didn't want to believe it.

"No. That's not true. You're lying!" He said, angrily.

"We can go get him if you don't believe us," Splatter said.  
"H-he's using the Sparkles we found in the Magic Railroad right now to pull some pranks on the other engines," Dodge explained.

A distraught Thomas stepped away to comprehend what they told him. Percy and Mr. Conductor were right. It really was Diesel 10 using Gold Dust to hurt him and his friends. Ever since he started this mission, Thomas didn't except the idea of Diesel 10 going back to doing devious schemes again. In light of this new information, he was too conflicted to ask anything else. It was too much for Thomas to believe. Fluttershy and Pinkie Pie went over to comfort him while the others continued interrogating Splatter & Dodge.

"Were you the ones watching us over by the fence yesterday as well?" Twilight Sparkle asked.

"Maybe… Why did you see us?" Dodge asked.  
"When we found out the Blue Puffball came here, we've been keeping a close eye on him."  
"We were just told to make sure he doesn't find the lost engine before we do."

"So you've been spying on us?!" Rarity asked.

"Can't give 'em any credit if one of us managed to see y'all," Applejack said.

"Hold on," Spike said, "you said you found some Gold Dust? Where did you find them exactly?"

"Uh, did that dog just talk?" Splatter asked.  
"I think the dog is talking."  
"Why's the dog talking?"  
"Something they can do here I guess."  
"Why don't we have talking animals?"  
"You think we could bring him back and see if that makes other animals talk-"

"Where did you find the Sparkles?" Twilight asked, crossly.

They hesitated to answer in fear of the now angry Twilight.

"We found them in the music room after you guys left," Splatter admitted.

"You were spying on us then as well?!" Rainbow Dash asked.

The two nodded. The Girls were appalled.

"They were inside a glass jar so we took it to Diesel 10," Dodge said.  
"Now he's using those stupid sparkles to torment the Steamies back on Sodor."

Twilight Sparkle's fears had come true. Splatter & Dodge were the ones who took missing Gold Dust. Now Diesel 10 has them and is no doubt using them to cause serious trouble for the engines on Sodor. Twilight felt she was about to tear up. She had put Thomas and everyone on Sodor in grave danger all because she forgot to bring it with her or put them away safely. Applejack and Rarity comforted her, she was shivering with guilt. Seeing Twilight Sparkle completely in distress made Sunset Shimmer lose her patience.

"Why did you steal them?!" she snapped, furiously.

Splatter & Dodge flinched.

"D-Diesel 10 needs more Gold Dust for his big master plan or whatever," Dodge said.  
"Yeah, yeah. He wants to annihilate everyone on the Island of Sodor using the Magic Railroad."  
"But he can't without the Lost Engine's power."  
"Every little drop of Sparkles counts. So we've been giving him whatever we can find laying around."  
"Once he has all her magic, he'd be able to take full control over the Island and do whatever he wants."  
"Spread chaos and confusion; Even Destroy Sodor!"

Feeling more amp to learn what's going on during the conversation, Thomas rejoined the group along with Fluttershy and Pinkie Pie. He had to know what their whole master plan was.

"How could you help Diesel 10 do something so mean?" Fluttershy said. "Don't you live on Sodor? That's your home you're helping him destroy."

"Sodor isn't really our home anymore, so who cares," Splatter said.  
"Ever since Fat Man sent us away to be scrapped, we have no more ties to that old dump," Dodge said.

"Wait, you were going to be scrapped?" Thomas said, surprised.

"Well, yeah. Sir Topham Hatt sold us to another railway," Dodge said.  
"But after we didn't meet their expectations, they sent us to the Scrap Yards to be, well, scrapped," Splatter said.

Everyone gasped in horror. They may not approved of Splatter & Dodge's exploits, their near fatal fate was something nobody should have to go through. Some wondered if that was the reason of their jittery responses, and not just them cracking down over the group losing patience.

"That's awful!" Rarity said.

"But lucky, this Genie guy came along and saved us minutes before we were sent into the fire," Splatter said.  
"That was a really frightening day," Dodge shivered.  
"It was, yeah."  
"The Genie fixed us up and brought Splatter and I back to Diesel 10."  
"All in one day, seconds even, almost like magic."

"Magic huh?" Sunset said, sharing a suspicious glance with Thomas. "Did this, _Genie_ , say what their names were?"

Splatter and Dodge looked at each other. None of them knew who the Stranger was or their name. It was hard for them to describe. Regardless, they tried explaining everything they did know to Thomas and the Girls about the plan he and Diesel 10 have been conjuring.

The reason they were brought back to Sodor was because Diesel 10 and the Stranger, who they nicknamed The Genie, had a master plan and needed their help to locate the Magic Railroad; seeing as how they were the only two other than Thomas who knew of the Magic Buffers' location. The Stranger was someone Splatter and Dodge could not explain. All they knew about them was that they had magical gifts the likes that shouldn't be possible, and far beyond comparable to the power of Gold Dust. The Stranger also wanted Lady out of the picture so they can use their magic without her power over the line getting in the way of their free usage. Seeing as how Diesel 10 also wanted Lady to be destroyed in order to have full control over her magic, the Stranger and him formed an alliance in order to rid of Lady and take over the Island of Sodor.

"I knew it!" Thomas said, excitedly. "Diesel 10 couldn't have been behind all this. This Stranger must be using magic to control Diesel 10 and making him do all this bad stuff. There's still good in him after all!"

"Well, actually it was mostly the Boss' idea," Dodge corrected.  
"The Lost Engine's magic can block the Genie's from working."  
"And they can't do anything unless her magic belongs to the boss."  
"That way he can enable theirs to work at its finest."

"What do yah think, Sunset? Soundin' like someone from Equestria?" Applejack asked.

Sunset sighed. "Maybe. But based on what little information these bozos are giving us it could be anyone."

"Hey that's not nice," Splatter said.

"So is helping two maniacs take over the world," Rainbow Dash fired back.

"This isn't good," Thomas said, nervously. "If they destroy Lady along with the Magic Railroad, then our worlds will start crumbling with the Railroad under their control!"

Sunset Shimmer sternly leaned in to Splatter & Dodge.

"Tell your boss or whoever this Genie is that they're never getting their hands her. Because we're gonna find Lady before any of you. And once we do, she'll going straight to the Magic Railroad where she belongs. Is that clear?!"

Splatter & Dodge nodded excessively before running off. Rainbow Dash was ready to chase after them with her geode but Sunset motioned her not to.

"Don't."

"You're lettin' them go?" Applejack asked.

"They're just lackeys. Not really a threat to us."

"But what if they find Lady and tell Diesel 10 where she is?" Rainbow Dash asked.

"They won't get a chance to," Twilight Sparkle said, trying to build confidence again. "Because just like Sunset said, we're going to find her first before they can. No matter what."

Everyone nodded in agreement. They were determined to rescue Lady more than ever. The stakes were now much higher to restore peace back to the Magic Railroad. Regardless of what Thomas thought, whether Diesel 10 really is back to being bad or under the influence of someone's magic, he knew he had to stop him and put an end to their conquest. If Diesel 10 and the Stranger get a hold of Lady, it could mean the end of both Sodor and Canterlot High as they know it.

* * *

 **Yesterday Afternoon: Canterlot High**

The others were walking a head talking amongst each other until suddenly Twilight Sparkle stopped in her place. Upon walking with her friends, she heard a noise that sounded like someone climbing over a fence. Twilight turned around to see what it was. Out of the corner of her eye, she notices something hiding near the far end corner of the school building. Within seconds a shadowy figure that stood barely visible to the common eye vanished behind the buildings fence.

"Twilight, you coming?" called Rainbow Dash.

"Yeah."

She looked over her shoulder one last time for even the slightest movement before rejoining the group again.

Around the corner of the school building, Splatter peeked through the fence again, watching Thomas, Twilight and her friends walk away; unbeknownst of the two shadowy figures spying from afar. Dodge also came poking up against the fence. They stood there for a while until the eight friends were no longer in sight.

Then they backed off the fences and ran across the soccer field. They hustled through the parking lot, jumped over another fence, and stuck close to the building walls. Finally, Splatter & Dodge made their way over to a shady spot of the school, looking around nervously.

"Di-didn't he say he'd meet us here?" Dodge asked.  
"That's what I remember," Splatter responded.

The two stopped by near the darkest corner of the area on campus, still surveying the area skeptically. The sun still shined east from Canterlot High, which made the left wing of the building cast a large shadow across the landscape they stood in and creating a dark, moody atmosphere were only a few rays of sunshine beamed from the building's corners. Either way, this section of the school was pretty dim, saved for one corner of the building, but deprived of any natural lighting still.

"You don't suppose he's still in the Magic Railroad?" Splatter asked.  
"If not then that's a long time to be waiting."  
"Should we have come earlier?"

"So, you two did purposely take forever!"

Splatter and Dodge froze stiff. Wide eyed and shaking, they turned around to face the darkest corner, seeing if that's where the voice came from. It did in deed, as a shadowy figure stepped forward. They remained in the dark, refusing to step any further. All that can be seen was a silhouette of an adult man with only their eyes visibly seen. It was Diesel 10, their boss. He stood with an intimidating pose, starring down angrily at Splatter & Dodge.

"W-w-we, didn't mean, t-to take so long, boss," Splatter said.

"Then why did you, Splodge?" He asked.

Splatter & Dodge looked at each other, both shaking in fear.

"I-It's the Blue Puffball!" Dodge expelled. "He's here, in Canterlon!"  
"I thought it was called Camperlot?"

"What?!" Diesel 10 growled.

The two boys wavered. Behind the shadows, Diesel 10 let out a growling fuss of frustration.

"When will that good for nothing Puffball learn to keep his nose out of other engines business?!"

"He's made friends with some of the locals," Splatter said.  
"Yeah, they've wondered off somewhere in town just now."

His eyes slowly tilted down to glare daggers at the two.

"Then what are you doing here instead of spying on him?"

Splatter and Dodge were confused.

"But, -y-you told us to meet you here," Dodge was interrupted.

"And that was before it was made apparent that the Blue Puffball had followed me to this world!"

The two slouched. They couldn't argue back against their boss regardless of how wrong he was. They were to scared and unobligated to talk back.

"He must know the Lost Steamie's here too. Of course! That stinky steamie has to get involved in everything! But how was he able to break through my barrier? Never mind. Thanks to the Sparkles I have left after snagging them from the Lost Steamie, I can actually do something about it."

Dodge chimed skeptically. "Uh, boss, y-you know I was thinking, and I-I know you don't like hearing our advice but, why don't we call that Genie guy and let him handle Thomas?"

Splatter nodded in agreement. "Yeah, that's a great idea! He can take care of that Blue Puffball no problem at all!"

"I don't need that freak's help!" he yelled. "Besides, you rattle traps, Puffball has Gold Dust inside him; we all do! Any magic of the Genies won't work against anyone protected by the Sparkles unless we're completely deprived. I need to get the Lost Steamie's power for myself, which will then grant him total free range of his powers. But I can't allow that if I don't have all of her magic, now can't I?!"

"Then, why don't you use the Sparkles you have now and allow him to," Splatter was interrupted.

"SHUUT, UUP!" he roared.

"S-sorry boss!" Splatter said fidgeting.

"This is my plan, and I do what I want! He told us to destroy the Lost Steamie and destroy the Lost Steamie is what I plan on doing. Next diesel to question me or my way of handling the Puffballs won't be asking anything ever again. Understand?!"

"So, what are you going to do, a-about the Blue Puffball, I mean?" Dodge asked.

Suddenly, a large hydraulic claw the size of their heads slowly emerged from the shadows. Splatter & Dodge nervously stepped away from the claw, which continued hovering getting closer and closer to their faces.

The claw was brown and square shaped like a bucket. It had three sharp jagged teeth at the bottom and top. It's jaw can open and shut with the teeth tips interlocking one another when closed. Its arm had a thin hydraulic piston attached, pumping in and out when reaching forward or arched back. The claw clattered and squeaked, the hydraulic piston hissed an eerie noise as it pumped the arm forward, opening wide and exposing the inner workings of the machine. When stretched all the way out, the claw chomped the air in front of Splatter and Dodge, hissing and releasing tiny sparks and compressed smoke.

They couldn't see it, but Diesel 10 smirked a conniving grin from behind the shadows.

"It's time we put Puffball's lights out, for good!" Diesel 10 said as the claw violently chomped the air.

He began laughing maniacally with his claw opening and shutting rapidly, releasing more sparks and smoke as if it too laughed along with him. Splatter and Dodge weren't sure if they were allowed to laugh as well or not, and so they chuckled quietly to themselves under their breaths instead. The claw then retracted back and disappeared into the darkness.

Calming down, Diesel 10 continues on.

"Now, I have _my_ job, and you have yours, Slodge. I'll head back to the Magic Railroad and use up the last of these here Sparkles to make sure Puffball doesn't get in the way of my master plan."

"Uh, you mean our master plan, right boss?" Splatter said.  
"Yeah, aren't we doing this so that the Genie can also use their magic on Sodor?"

"I'm not doing this for that circus freak! Don't you see? He's powerless against Gold Dust. Once I have all of it, he won't be able to lay a finger on me," He said, malevolently. "And when I have him bowing before my buffers, I'll make him do anything I ask."

"Oh, that's a great Idea boss!" Splatter said.  
"Absolutely, didn't even think of it myself," Dodge said.  
"No, neither did I."

"Of course, you didn't. Meet me back at this spot again tomorrow, earlier this time. If the Lost Engine isn't with you or at least know her location, you're going to have a nice, long chat with Pinchy and I."

As he says this, Pinchy the claw pokes out of the dark and steadily clomps the air twice with clashing, metal teeth. Splatter & Dodge gulped and shivered from head to toe.

"What are you still doing here?! Go, get her now!" He yelled. "And make sure Puffball doesn't find her either!"

Splatter and Dodge ran off, but not before bumping into each other when going different directions that ended with them colliding into one another. They got back up quickly and sprinted away before Diesel 10, still lurking in the shadows, could yell at them some more. Diesel 10 faded away into the darkness; on his way back to the Magic Railroad where he plans on giving Thomas a dark shading, fabric ripping little surprise.

* * *

 **To Be Continued.**


	14. Chapter 14: Shake Your Tail

**In this chapter the gang try to figure out how to prevent Thomas from passing out again as well as show him some magic tricks that they can do. I realized writing the last two chapters that I was sort of rushing it a bit. And after reading it myself over, it definitely shows; especially when there are sequences and events that I never planned out a head of writing them. I just wanted to get as many chapters out there because I'm returning to college next week, and it's more than likely going to take time out of writing the next chapters. I regularly go back and revisit chapters anyways to touch up on the story, add a few more details, and improve spelling errors that I missed so it's not a huge hassle; But I understand how annoying it can probably get. That's why I'm a bit more proud with how this chapter turned out. Took my time and made sure it fits with the story appropriately enough where we're not all scratching our heads yet.**

 **Anyways, hope you like the new chapter and stay tuned for more. Read on and Enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 14: Shake Your Tail**

School was about to close for the rest of the day, which meant Thomas and the girls couldn't look around Canterlot High for Lady anymore. In light of some information passed on by Splatter & Dodge, they discovered that Diesel 10 was behind the corruption embedded in the magic Gold Dust, causing Thomas' black out and possibly other worse use of it upon everyone on Sodor. He and some other stranger, known only to them as The Genie, are seeking the common goal of the destruction of the Island of Sodor. If Diesel 10 successfully gains all of Lady's magic, he will have complete control over the Magic Railroad and do whatever he wants with that power. Including but not limited to, granting his ally freedom to use his magic on the Island, abolish Sir Topham Hatt's railway, and destroy the Magic Railroad or every single steam engine he can. If that happens, the Magic Railroad will crumble under Diesel 10's rule and put everyone at Canterlot High, Sodor, and any other world connected to it into total, disastrous chaos.

With nothing much left to do in terms of their search for Lady, the girls fetch their band equipment and decide to bring Thomas over to Applejack's home. Applejack lived with her grandmother Granny Smith, older bother Big McIntosh, and little sister Apple Bloom on Sweet Apple Acres. The area consisted of a house, a barn-like garage, pigpens and chicken coops, and tons of Apple trees; one prominently in the front lawn of their house. They have a garden in the backyard with rows of crops growing various food products. Such crops are produced for the family to eat as meals. They're also regularly sold to towns people in the city and suburban neighborhoods. Aside from their main resource being prominently Apples, they also grow and sell crops and products such as corn, grape juice, carrots, and apple ciders.

* * *

The gang met inside Applejack's house. Some lounged around while Sunset Shimmer paced back and forth in the living room where they were all sitting. Twilight was sitting on a couch looking over at Thomas who was going through his own thoughts as he sat down on a seat not far from her. She hadn't taken her eyes off him since they discovered that the Gold Dust she left in the band room was founded by Splatter & Dodge who no doubt really did gave them to Diesel 10, which meant Thomas could black out again at any moment. Which is why she kept watching him in case it does happen again.

"How are you holding up, darling?" Rarity asked Twilight sitting next to her.

"Not good," Twilight said sadly. "Thomas and everyone on Sodor are in danger all because of me."

"Hey now, don't go blaming yourself fer that," Applejack said. "It was those two knuckle heads who stole the Gold Dust."

"But they never would've found it if I wasn't so distracted by how their magic works. I let my curiosity get the better of me again and didn't bother to put them away somewhere safe. Now Thomas might pass out again at any moment and we still can't do anything to stop it."

"That's not gonna happen," said a determined Sunset Shimmer. "We'll figure out how to counter act Diesel 10's Gold Dust and prevent him from using it on anyone else back on Sodor."

"But what can we do?" Rarity said. "We saw what he did to Sunset when trying to read Thomas' thoughts. I can't imagine any of our abilities having any greater affect."

"Remind me again why our magic doesn't not work on him in the first place?" Rainbow Dash asked.

"Our magic won't work against Diesel 10 so long as he has more Gold Dust on him," Fluttershy said.

"It's like what Twilight said about the Sparkles," Sunset said. "People can use Gold Dust to bend it to their will and do whatever they want. Looks like that includes blocking others from using their own magic against it."

"Like How It's Able To Block The Genie's Powers?" Pinkie Pie asked.

"By the way, who do you think this Genie guy Splatter & Dodge were going on about is?" Spike asked.

"A lot of creatures I studied in Equestria fit the description, but at least half of them have already been defeated, depowered, or locked up. I can't imagine him being any one of them," Sunset said.

"Thomas, does Sodor by any chance have Genies in it?" Rarity asked.

Thomas didn't answer.

"I don't think Sodor sounds like the kind of place that has genies," Rainbow Dash said.

"What about Equestria?" Fluttershy asked. "Are you sure there aren't any genies in the pony world, Sunset?"

"Yeah, I'm pretty sure. Remind you, I never actually finished my studies so there's a lot I missed out on in terms of the kingdoms inhabitants and mythic legends. For all I know there could very well be genies roaming around Equestria that I don't know about."

Twilight Sparkle chimed in, wanting to take her mind off of her problems. "What if the genie is just an alias? I mean, Blue Puffball doesn't exactly sound like they're good with names. He might not even be a real genie at all. They may not actually know his real name so Splatter & Dodge gave them a title to address him by, or assumed because he has magic that automatically makes him a genie in their eyes."

"It seems likely." Sunset pondered for a few seconds. "Splatter & Dodge said the Genie couldn't use their powers on Sodor because of Lady's magic. Like she has some sort of barrier surrounding the Island that prevents outside magic from meddling with the balance of their world's order."

"If Lady can use her magic to block the Genies from working on the Island," Twilight theorized, "and Diesel 10 was able to manipulate his collection of sparkles to block Sunset's empathy powers, maybe If we had Gold Dust on us we can use it to block Diesel 10 from using his magic Sparkles!"

"And allow us to use our magic against it," Sunset finished.

"So, if Diesel 10 tries to black out Thomas again," Spike asked until Twilight eagerly finishes his sentence.

"Then we can apply Gold Dust to reverse its effects and prevent him from causing another deplorable anomaly!" Twilight finished.

"Awesome!" Rainbow Dash said. "So now that we know how to stop that shadow cast, we can totally mess with Diesel 10 the next time he tries raining down magic on Thomas."

"It definitely should work. It has to," Twilight said, confidently.

"Let's just hope we don't have to find out," Sunset said.

Everyone beamed but were still apprehensive as they weren't sure if their theory actually works or not.

"Did You Hear That, Thomas?" Pinkie Pie said, leaning next to him. "We Know How To Keep You Safe From The Bad Men Now. Isn't That Great?!"

But Thomas wasn't listening. The whole time while the others were talking, he had just been sitting on another couch thinking to himself; resting his cheek on his hand. He couldn't stop thinking about Diesel 10 and the fact that he really has gone back to being evil again. Even though Splatter & Dodge told him so themselves, Thomas wanted to believe there was still good left in him somewhere. Maybe the Genie was controlling him and Splatter & Dodge only made up the fact that he determined to destroy Lady and Sodor. Or it really is all his doing seeing how he nearly came close to destroying Thomas by tearing away his being. Even then, he still wanted Diesel 10 to be good somehow, in some conceivable way. Thomas didn't know if he was foolish for believing this or not. He was beginning to ask himself if maybe he shouldn't.

The girls noticed how dispirited Thomas appeared. He looked up at everyone eyeing him with concern.

"How about you, Thomas? Are you doing okay?" Sunset asked.

She went up and sat beside him, staring at Thomas with worry. He looked over to Sunset but didn't answer her question, instead going back to resting his cheek back on his hand very discontented. A perturbed Sunset looked to her friends shrugging their shoulders. This was a whole new side of Thomas she hasn't seen yet. The girls were now really concerned for him. They knew how sincere he was about Diesel 10 being good again, and how shook he must be after finding out his plans to take over the Magic Railroad once again. Learning about what caused his black out didn't help support Thomas' claims either. They wanted to cheer him up despite this but didn't know how, until Applejack came back into the living room.

"C'mon now, sugercube," She smiled to Thomas. "Don't go sulkin' on us now."

Applejack left a few minutes ago to fetch everyone something to drink. She came back in with a tray of mugs for each of them filled with her families special homemade Apple Cider.

"So what if this Diesel 10's gone all bad on us? At least we know how to stop him from usin' them Sparkles now, if ah heard correctly."

"We can use Gold Dust to counter act the dark shadow the next time it tries materializing on him," Twilight Sparkle confirmed.

"Not sure how that's spose to work, but by golly if it ain't better than nothin'."

Everyone stared at him, curious to hear what he had to say about the counter plan. Thomas still wasn't responsive. Hearing his friends practically give up on Diesel 10 made him feel worse about his allegiance.

"Maybe we should lay low on mentioning Diesel 10. He seems pretty sensitive about it," Sunset said, realizing Thomas was probably still listening.

"Sure thing," Applejack agreed. "How's about we just all take a breather and have ourselves a nice drink of mah family's special Apple Cider beverage; freshly made this mornin'."

Everyone except Thomas excitedly agreed as they each took a mug, clinging their cups with one another and proceeded to delightfully drink their Apple Cider. Pinkie Pie grabs an extra mug for Thomas and tries handing it to him.

"Here, Thomas. Applejack's Apple Cider Should Cheer You Up! It's Soo Good, You'll Just Be Begging For More!"

Thomas sighed sadly. "No thank you, Pinkie."

Pinkie and the girls frowned. Thomas' feelings towards the situation were worse than they thought. Regardless of him rejecting the offer, Pinkie Pie tried insisting further.

"Aw, Come on. Pleeeeeaaassse!"

Thomas still wasn't responding. Pinkie Pie leaned in close so she could whisper something in his ear.

"I'll even tell you what's inside the secret family recipe," She whispered loudly.

"Pinkie, you better not," Applejack said, sternly.

"Aw, Why? We All Know What It Is."

"That's 'cause you were the one who told everybody. I ask you to go fetch somethin' in the pantry once. Then all a sudden, mah family's special apple cider recipe just so happen to appear 'magically' on front of yer hands."

"But I Told You A Gazillion Times Already, I Have No Idea How Your Book Containing Every Secret Recipe Appeared Wide Open On My Hands. Coinky Dinkily On The Page The Apple Cider Ingredients Were On. I Still Don't Know To This Day!" She sqeed innocently.

Thomas' head tilted back up only half paying attention to the conversation between the two.

"Don't matter now, does it?" Applejack said.

She then panned to Thomas with a smile. "Best thing about my family's products is that people enjoy eatin', drinkin', havin' a good time. Sure, we could tell folks what our recipes are whenever, but they don't really have to know what went into the makin' of 'em all the way from scratch; so long as they like 'em for what it is now. That's what makes mah secret recipes special beyond all other imitators who try copyin' our products. And I'd sure appreciate if it remained that way."

"Okay, I Won't Tell Him," Pinkie Pies said.

She hands Thomas the mug again hoping this time he'll take it. Thomas looks at the mug then at Pinkie Pie grinning widely. Uncertain at first but also extremely curious, he accepts the cup of Apple Cider, taking it from Pinkie Pie now jumped up and down excitedly. The rest of the Girls beamed as they continued taking sips of their drinks. Before Thomas took his sip, Pinkie Pie leaned close to him again.

"I'll give you a hint what's inside the secret recipe," she whispered in Thomas' ear. "The ingredients include apples!"

Thomas didn't know what to make of that.

With everyone else enjoying their apple ciders, Thomas examined his mug reluctantly then takes a sip out of it. An explosion of flavor sparked inside his mouth, similar to the many different tastes his and Pinkie Pie's cake had in it; only the apple cider was much different in stark contrast. There was a whiff of cinnamon, an orangey tang, turbinado sugar, and a little maple syrup mix into the drink. None were more prominent than the all-natural taste of apple flavoring at its purist. He's never tasted anything like it. The food in Canterlot so far seem a lot better than anything he could ever eat in Sodor, that is if he was able to eat or drink at all. Thomas' eyes shot open with delight, smiling a huge grin as the aroma of fresh apples mixed with a gentle touch of vanilla prompt him to take another sip, and another, until he upped and began chugging it down in one go. Some of the girls saw this and were happy that Thomas wasn't presently upset anymore.

Applejack kicked her feet up on a coffee table. "Yeup! Once again mah apple ciders have brought joy to another happy customer."

Thomas finishes gulping the apple cider and pulls the mug down from his mouth. Unknown to him, Thomas still had a collection of cider left on his upper lips. He sat there smiling at everyone who saw the left-over fizz on his mouth. The girls snickered to themselves when Thomas didn't wipe his face off; realizing he was totally unaware that his mouth still had cider fizz on it.

"What?" he asked, looking at everyone. "What is it?"

"Oh, nothing," Sunset said, cheekily.

The girls and Spike snickered much louder, unable to hold back their amusement.

"Why's everyone laughing?"

"Should we not say anything and see how long it takes him to find out?" Rainbow Dash whispered to Rarity.

"Ugh, Rainbow Dash! that is just cruel."

Though even she couldn't help but giggle over the idea herself. Everyone's giggles grew louder as it became much harder to keep a straight face while speaking to Thomas. He didn't know why, but Thomas began smiling himself the more everybody continued snickering to each other.

"Seriously, what are you all laughing about?"

"Oh! Is That A Smile I See Poking Out From Under Your New Mustache?" Pinkie Pie asked, playfully examining his face.

"Mustache?"

Pinkie Pie dug a mirror out from her hair and held it in front of Thomas. He looked into the mirror to see the cider fizz resting on his upper lip.

"Oohh," Thomas said, realizing what everyone was laughing at.

And as if he wasn't just upset a couple minutes ago, Thomas began laughing himself. He pointed to his lips then chucked even more.

"Look everyone; I've got a puffy, orangey mustache!"

Thomas, Spike and the Girls all began laughing together. Even Twilight, who was still concerned about Thomas, laughed the loudest.

"So do I!" Rainbow Dash said after taking a huge sip.

Everybody began taking bigger sips out of their mugs, which left them with apple cider fizz on their lips. The room was hysterical as everyone looked at each other's fizz covered lips. Applejack occasionally made trips back and forth to refill their cups up. Sunset and Thomas both stare at their own fizz lips after taking sips and chuckled at each other the most. Pinkie Pie's fizzy face somehow ended up shaped like a handlebar mustache. Thomas and his friends were having a great time.

Some of the Girls took out their phones and began taking pictures. Photos taken included each person's face covered in fizz, mugs being clanged, a drinking competition; which resulted in the room echoing with burps, and finally a group shot of Thomas and all his Canterlot friends sitting near a couch. Thomas sat in the middle with Sunset Shimmer and Rarity to his right, Fluttershy and Twilight Sparkle holding Spike to his left, and Pinkie Pie, Rainbow Dash, and Applejack kneeling on the floor and bouncing up behind the couch. Everyone beamed through their apple cider covered mouths, some holding their mugs out in the air and striking a pose, as the flash of Rarity's phone perfectly captured their lively event.

* * *

After all was quiet, the nine friends were still in the living room talking when Thomas spoke up.

"Hey, everyone."

The girls and Spike look over to him.

"I've been meaning to ask this after you told me. But, what kind of magic does this world have?"

"I think what you meant to say is, what kind of magic do we have," Rainbow Dash said.

"Oh yeah, that's right. You all have those necklaces that gives you special powers."

"Wanna see what they can do?" Fluttershy asked volunteering to go first.

"Sure!"

Fluttershy holds onto her Geode locket, tightly grasping it as it began to give off a bright yellow light for a few seconds. Outside an open window where three birds who flew in chirping happily as they flew in flying around the room until two of them land on Fluttershy's fingers, which she holds out for them to sit on; and the other one nesting on top of her head.

"Hello, Hubert. Hello Constance & Reginald. Did you all have a nice day today?"

The birds tweet something to Fluttershy only she could understand. As she was listening, her expressions change from cheerful to solemn.

"Oh, my. Why would he do such a thing?" she gasped.

The birds chirp again.

"Well you better tell him that he doesn't own all the trees in the park. You just need to stand up for yourself before he pushes you around even more. Would it make you feel better if I was there for support?" she asked sweetly.

Hubert and Reginald look at each other than back to Fluttershy nodding happily. Thomas couldn't believe what he was seeing.

"Okay then. I'll stop by the park tomorrow afternoon. Until then, try and see if you can do anything about it before I have a word with him."

The two birds chirp in agreement. Fluttershy rubs her cheek against them gently giggling along with her bird friends until she hears someone clearing their throat. She looks over to the others waiting for Fluttershy to explain her powers to Thomas.

"Oh, right. You see, my Geode lets me speak to all sorts of animals."

"Yeah, I think he picked up on that already," Rainbow Dash said.

"That's incredible!" Thomas said. "What powers do the rest of you have?"

Twilight Sparkle grabs hold of her Geode glowing a bright purple light. With the palm of her left hand opened wide and motioned forward, an aurora of purple magical energy covers all of the empty mugs scattered on the floor and coffee table. The empty mugs begin floating off the ground and simultaneously in the air. Thomas leaned back against the couch astonished by what's happening. Twilight moves the mugs collectively out of the living room and into the kitchen, placing them on top of each other cup by cup. Thomas' jaw dropped.

"Y-you moved all those cups with out even touching them!"

"Telekinesis: a psychic ability allowing a person to influence a physical system without physically interacting with it. No big deal," She beamed proudly.

"She can move even heavier objects than that." Spike said. "You should see it in action."

All of a sudden, Thomas felt the couch beneath him begin to wobble. Within seconds the couch launched up into the air brining him to a higher level than the floor. He started to panic a little has he swayed himself left and right on the couch.

"Nothn' to worry about, sugarcube."

Thomas looked down carefully to see it was only Applejack holding the couch up by the stool with just her right hand; her other hand was placed casually on her hip.

"Just using mah super strength to give you a little lift."

"Whoa," Thomas said enthusiastically.

No human on Sodor could ever lift that much on their own. Applejack places Thomas and the couch back down gently. Without even noticing, a blue and rainbow-colored streak of light sweeps by him swiftly and out the front door. Pinkie Pie searched through her hair looking for something until she pulls out a can of sprinkles.

"My Geode Crystal Causes Sweets To Explode Whenever I Touch Them! Look!"

Holding a pink frosted cupcake, Pinkie Pie dumps out a hand full of sprinkles and proceeds to scatter them all over her cupcake which then start to react, sparkling a bright light of pink. The girls all knew what was going to happen, so Rarity tapped into her Geode Crystal and used her magic to create a diamond facet shaped dome over Pinkie's cupcake before it exploded with in it. The dome was covered with mashed cupcake bits from the inside. The others were relieved, more so Applejack seeing as how she didn't have to clean up the mess now at least.

"Wow! Did everyone see that? You did the thing, and then she did the-the," Thomas motioned his hands to mimic the exploding cupcake.

Within a blink of an eye, the blue streak of light zooms back inside the house, revealed to be Rainbow Dash using her magic Geode to travel at light speed, sweeping by Thomas brushing a strong wind against him as she pops up taking a seat next to him.

"Anyone in the mood for pizza?" she said opening a large pizza box.

The girls cheered and went over to get a slice of pizza. Rainbow Dash leaned in close to Thomas who was both astounded and curiously hungry after smelling the pizza.

"Would've ran back here a lot sooner but the line up took forever," she winked.

Thomas smiled back. He took his slice of Pizza as he and the girls continued talking about their magic powers and what they're able to do with them since they got it. He had never been so amazed by anything before. All his Canterlot friends had amazing special abilities the likes of which are not possible back on Sodor. He would have though of these abilities as either pretty astonishing or frightening seeing how much they define everything he knows to be impractical. But seeing the Girls use them so virtuously made him more than impressed beyond thought or feeling.

"So there you have it," Sunset said. "This world carries more magic than it ever did. It didn't for a long time, until we discovered these Geodes at Camp Everfree."

"What about Twilight's crown? Rarity asked. "Didn't that practically help give our dimension magic too?"

Thomas raised his eyebrow and looked over to Twilight Sparkle.

"The pony version," she corrected.

"Her crown was taken to our world after it was stolen by," Fluttershy was about to say, until Sunset interrupted.

"By a thief, who really wanted its power for their own," she smiled meekly.

Thomas bought into it and didn't seem to question Sunset Shimmer's sudden insertion.

"Was that after you came here from that pony place?"

"Y-Yeah, around that time. I've been living in this world for a while actually. It was a long time before the crown ended up being taken here," She said scratching the back of her head.

Twilight Sparkle got up and stood close to Sunset, laying her hand on her shoulder.

"Why aren't you telling him?" she whispered.

Sunset shamefully looks down fully aware that she's only telling him half the story. She ignores her question however and continued on.

"The crown contains a powerful source of energy called the Element of Magic. That, along with five other artifacts make up the Elements of Harmony, the most powerful weapons known in all of ponydom. Twilight and her friends in Equestria were the current wielders of them."

Thomas was amazed. Six magical artifacts that give off magic was something he never thought could exist. The title of most powerful weapons did rub him off the wrong way however. Were they used against others who caused trouble?

"When the crown was taken to CHS, it left behind aspects of it's magic that we all now carry after each of us tapped into it. Now whenever we express the truest part of ourselves it fills us with even more magical energy."

"What kind of magical energy?"

The girls look at each other, smiling as they all thought of the same idea to show Thomas their other use of magic.

* * *

Sunset and the others took Thomas to Applejack's garage. There they all set up their musical instruments, plugging in amps, tuning guitars, and cleaning their equipment. Dynamic microphones were positioned on straight stands plugged into the amps for each of them to sing into. Before long, the girls had all of their instruments set up; standing in the middle of the barn while Thomas and Spike stood facing them as some pulled their guitars over their heads. He sort of recognizes Pinkie's drum set, though the types of drumming that he knows on Sodor are usually worn around the neck and not a big layout like hers was. Rarity's keytar boggled him the most. How did they manage to make a piano that small and portable? The musical instruments in this world seemed very uncanny.

"I still don't understand how these strange looking instruments are suppose to play music, or rather what type of music they're suppose to be playing." Thomas said to himself.

He spoke up again.

"What does this have to do with magic?"

"Oh, You'll See" Pinkie winked.

"Shall we play for him an old favourite of ours?" asked Rarity.

"You mean like Awesome As I Wanna Be?!" said Rainbow Dash.

The Girls all shook their heads dismissively. They weren't ready to relive that disastrous performance again.

"I think she meant something like Shake Your Tail, right?" Sunset said looking to Rarity nodding her head.

"Oh, I don't think I know that one," Twilight said shamefully.

"You don't have to know all of it," Fluttershy said kindly. "As long as you just feel it in your heart, you'll get by this song no problem."

Twilight was apprehensive. Fluttershy then gave her a sheet of paper with the lyrics on it.

"Just in case" she smiled winking at Twilight, smiling back gratefully at her friend.

"Alright, Rainbow Dash start us off," Sunset said.

"You're gonna love this!" said Spike eagerly to Thomas.

"Wait, what's your musical band called again?" he asked.

Instead of getting a direct answer, Rainbow Dash begins the performance holding her guitar pick in the air.

"We are the Rainbooms, and we're here to rock your world!"

 **Pinkie Pie:** "One, Two, Three!"

 **The Rainbooms:** "We've just got the day, to get ready. And there's only so much time to lose. Because tonight, yeah, we're here to party! So let's think of something fun to do."

"We don't know (we don't know) what's gonna happen. We just know (we just know) it's gonna feel right. All our friends are here, and it's time to ignite the lights!"

 _(He didn't know what type of sound they were making from those weird instruments, but Thomas was already too busy being mind blown to care.)_

"Shake your tail 'cause we're here to have a party tonight. Shake your tail, shake your tail."

 _(Thomas dances along really enjoying their music. He stood still with his eyes closed listening and moving his arms locked in a bent position; rocking them back and forth while shifting his body to the beat of the song. He didn't know how to dance and so only made movements he assumed was considered dancing. Spike danced along beside him, shaking his own tail.)_

"Shake your tail 'cause we're here to have a party tonight. Shake your tail, shake your tail!"

 **Twilight Sparkle:** "So what you didn't get it right the first time."

 **Pinkie Pie:** "Laugh it off, no one said it is a crime."

 **Rarity:** "Do your thing, you know you're an original."

 **Applejack:** "Your ideas are so funny that they're criminal."

 **The Rainbooms:** "Ohhh-ahh!"

 _(Just then, portions of Rainbow Dash's body began to glow a bright light as the magic within them triggered by playing music starts to show. Her ears disappear as a flash of light appears on her head growing out tiny pony-esc ears on top of her head. Another flash of light appears moving down her hair as a new extension is added, transforming it into a long pony tail with a red scrunchie holding on were the attachment meets. Lastly, two Pegasus wings flare out from her back, wing spanning widely as Rainbow Dash smiles at her fully completed pony up appearance._

 _The other girls began to pony up as well while playing their song; starting next with Rarity, Applejack, and then Pinkie Pie who all grew pony ears and tails, Fluttershy grew ears, a pony tail, and a set of Pegasus wings as well. Her and Pinkie Pie look at each other happily playing their music still. Sunset transformed next growing out ears and a pony tail; all completed with their own personally designed scrunchie.)_

 **The Rainbooms:** "We've just got the day, to get ready. And there's only so much time to lose. Because tonight, yeah, we're here to party! So let's think of something fun to do."

 _(A completely mystified Thomas stood frozen with his eyes wide open gazing at their transformations. The last one that needed to transform was Twilight Sparkle. She rose up into the air glowing brightly as her transformation was about to take form.)_

 **The Rainbooms:** "We don't know (we don't know) what's gonna happen. We just know (we just know) it's gonna be alright."

 _(Thomas watches still wide eyed with his jaw slowly sinking open as Twilight grew out her pony ears, tail, and Pegasus wings flaring out proudly.)_

 **The Rainbooms:** "All our friends are here. And it's time to ignite the lights!"

 _(Twilight levitated back down next to Sunset, both of them smiling to each other. None of the girls missed a single beat or a note with their transformations now fully completed! There was no other face he could make that showed how much he loved everything that he was seeing. Thomas could not be anymore amazed or force himself to be expressionless by their song and their magical transformations even if he tried.)_

 **The Rainbooms:** "Shake your tail 'cause we're here to have a party tonight. Shake your tail, shake your tail! Shake your tail 'cause we're here to have a party tonight. Shake your tail, shake your tail!

"Shake your tail 'cause we're here to have a party tonight. Shake your tail, shake your tail! Shake your tail 'cause we're here to have a party tonight. Shake your tail, shake your tail!"

"Shake your tail 'cause we're here to have a party tonight!"

* * *

 **To Be Continued.**

* * *

 **Music Used: "Shake Your Tail" From My Little Pony Equestria Girls: Rainbow Rocks**

 **Composers: Daniel Ingram, Amy Keating Rogers (Lyrics)**

 **Copyright Owners:** **Hasbro, Inc™**


	15. Chapter 15: A Night At Sunset's Pt 1

**Synopsis:** **Thomas is invited to stay over at Sunset Shimmer's house where the two began bonding and learning more about themselves. But how will Thomas feel when he learns about a secret Sunset's been holding from him?**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 15: A Night At Sunset's Pt. 1**

The Rainbooms packed up their band equipment after a long day of showing off their musical and magical talents. Thomas now knew the full extent of each and everyone's power along side the magic that they embrace when showing the truest part of themselves. He also had their song suck in his head as he kept humming himself. Their powers were certainty something remarkable. Deciding now was the best time, the girls took their equipment and went home for the day. They all had things to do after school and didn't want to be late for them. Being the last company present, Thomas and Sunset Shimmer said their goodbyes to everyone as they went home until they were the only two left at Applejack's house.

"Like to stay an' chat some more, but them Apples aren't gonna pick themselves," Applejack said. "Hey by the way, do you have anywhere to sleep tonight, Thomas?"

"Yeah, where did you spend the night yesterday?" Sunset asked.

"Um, I've kinda been sleeping in the school's gym room."

"Now that don't sound comfy at all," Applejack said.

"Why don't you stay over at my place?" Sunset suggested. "It's gotta be better than sleeping on gym mats."

"You sure, Sunset? 'Cause I'd be more than happy to take him in as well."

"What would you like to do, Thomas?"

"I'm okay sleeping at Sunset's."

"Sounds good to me," Applejack smiled. "Let me check and see if Big Mac has any extra pajamas fer spare."

Applejack left the living room then came back with an extra set of pajamas and gave them to Thomas. Him and Sunset Shimmer then left Applejack's house and made their way to Sunset's place.

* * *

While walking down the street, Thomas got to see even more of Canterlot's neighborhoods, stores and scenery in all its entirety. Canterlot is a suburban city surrounded on all sides by hills and forests. Many areas of the city are horse and pony-themed, such as the golden horse heads on Canterlot High School and a saddle-shaped amphitheater. It has rows and columns of houses and buildings, an area of the city with tall skyscrapers and architectural features also resembling pony-esc structures, many intersecting roads, and a river that runs through the south side of town. The population's primary forms of ground transportation were engine-powered automobiles and public transport buses.

Thomas had never been to a city quite like this. He couldn't believe how big and advanced everything was. Sunset enjoyed watching Thomas examine his surroundings. It reminded Sunset of her first arrival in this wondrous city. She was also glad to see Thomas back to his usual self again; as someone full of wonder and curiosity, which made her all the more cheerful. Now that she knew he's really a talking tank engine where he's from, Sunset couldn't help but adore him whenever they stopped to look in one of the stores. He'd often approach a fashion store or two and peer inside the glass windows, amazed by the different styles of clothing that were on display. A world completely different from their own was something they definitely both could relate with.

* * *

Finally, they arrive at Sunset's house. The complex was small despite it being a two-story building and structured in a vertically rectangular shape. Its main base was brownish red and the roof was ochre. Two windows from the second floor faced out front along with a skylight on the ceiling. They walked up the three-step stairway leading into an orange door with a green transom and a plant sitting on the flat concrete railings. Sunset opened the door and walked in with Thomas right behind.

Though it looked small on the outside, the inside seemed much bigger. Not remarkably bigger, but big enough for Thomas. It wasn't like Twilight's house where it had a lot of open space and plenty of furnishing to occupy empty corners. But Thomas couldn't care less. There was probably still more to the place that he's yet to see yet. Sunset tossed her bag aside and jumped onto the couch, casually kicking her feet up on a coffee table.

"So, what do you think? It's not much, but it's still a place I like to call home."

"I like it," he said.

Thomas looked around the room some more. He could definitely feel the roominess of her place. Sunset got up and grabbed Thomas' arm.

"Come on. I'll give you another little tour. This time of my home away from home."

She took Thomas to the basement area, then brought him back up and showed him the small kitchen area and a little more around the living room. There were at least three couches in the living room, with the main and biggest one fitted for at least four people, and the other couches fitted for just one person. One was positioned beside the bigger couch and the other closer to the window. In front of the larger couch was a wide screened television on top of a green media unit, cluttered with various junk and other household items, as well as a strange, purple and black square box.

Lastly, she brings him up to her room where Thomas continued looking in awe upon entering the interior.

This was arguably the biggest place in the house. Her room had a wooden stairway that led up to a large loft area where her bed is located, positioned under a widow looking out to the back yard as well as facing the large window looking out from the front of the building. There were light strings wrapped around the railings of the balcony and shelvings with rows of unorganized books. The room had a number of different aesthetics. There were potted plants and paper-shade lanterns hanging from the ceiling. Various art portraits, picture frames, and three different guitars including acoustic, hollow-body electric, and a Flying V with hot rod flames that hung on the wall. A two-door locker with boxes stacked on top, an amplifier, effect pedal, and dressers were placed and scattered around the room. A computer area stationed underneath her loft with dual monitors sitting on top of a large L shaped corner desk and a mini fridge with a microwave on top. Lastly, there was another TV area with the television placed on top of a classic board supported by two cinder blocks, a small couch with two speakers on both sides, and more shelving with books on top.

* * *

Everything seemed to amaze Thomas even though most of it was just regular junk and other furnishing people casually own. It's not like Thomas has ever been inside a house before.

"It must be nice having your own place!" Thomas said. "You get to decorate it, have everything where you want it to be, and it's all for you."

"Eh, it gets a little lonely sometimes. But that's why I have my friends, so that I'm not all the time."

"I sort of wish I had my own shed sometimes. I share mine with all my friends."

"That sounds like it gets pretty old after a while."

"I guess it would. James can be a show off and Gordon won't stop boasting about how grand he is. But we don't really see each other that often because of how busy we are. So, its much nicer to return back to Tidmouth after a long day of work and catch up with everyone."

Sunset leaned against the pillar holding up the loft. "Guess being an engine doesn't leave much room for socializing. However often the chance is provided."

"Not really, yeah. But we still talk to each other a lot. Especially when we're lucky enough to get the same jobs. Percy and I usually end up doing the same work all the time. That's why we're such good friends, because we spend almost the entire day working together."

"This friend must be very important to you."

"He is. We trust each other a lot, and so we're able to talk about anything."

Thomas went on telling her more about Percy.

"Percy gets pretty scared a lot and doesn't like talking about it because the others often tease him. I remember one-time Percy thought he saw a monster on the Island. I didn't believe him though, and he almost got James and himself hurt by trying to prove it was real, all because I didn't support him." He paused for a moment. "After that, I always listen to Percy. I try to understand what he's going through."

"First of many rocky steps in your friendship I'm assuming?"

Thomas nodded. "No matter what we argue about, Percy will always be my best friend. And just like how you and Twilight are with the others, I wouldn't replace him with anyone better."

"Really? Not even someone from over here, maybe?" Sunset said, hinting at Canterlot.

"I do love making new friends. And Everyone I live with at Tidmouth Sheds I consider my close friends too. And now, I have more from this world, including you!"

Sunset happily nodded.

"And since I have friends here, that means I should probably have a best friend. Maybe someone who I may or may not have met when I first arrived here?" Thomas said, half joking.

He meant it as an indication to Sunset fitting the description.

Sunset smirked. "Thomas, are you saying you wanna be my best friend?"

He beamed with sparkling eyes. "Can I?"

She leaned back up and walked towards Thomas to place a hand on his shoulder.

When they first met, neither of them knew that at some they'd end up becoming great friends. Sunset wanted to get to know Thomas and become his friend, sensing something special in him that she's been trying to figure out. And now here he is, asking her to be his best friend. She felt more than grateful to have reached the point of their friendship where both can become a lot closer.

Since she started learning more about friendship, Sunset was able to make a lot of friends after leaving behind her days of bullying others, but she never really had a close enough friend other than the mane 6 of this world to really call her best of friend. Maybe this is what she sensed in him from the start. Maybe she should be his special friend from another world, one he can deeply engage with and talk to about anything with. She's only ever experienced having that kind of friendship with both Twilight's from Canterlot High and Equestria. Knowing that special bond she shares with them, perhaps Thomas deserved to know what it felt like too.

As she looked at Thomas, Sunset Shimmer did nothing but beam a grateful smile, wanting to accept his offer and become closer friends now more than ever.

"You're already a good friend, Thomas. But, if being my best friend is what you want, then yes, I'm happy to be exactly that."

Thomas' face lit up with joy. He places his hand on Sunset's shoulder, both beaming contentedly and cementing their newly formed friendship.

"Now I have a best friend on Sodor and Canterlot High," He said, happily.

The two friends kept staring at each other. Sunset gazed longingly into his eyes, seeing him beam his cute little grin and forcing her to pan away when her face turned red again. Smiling to herself, Sunset shook her head and looked back to Thomas.

"Here, there's someone I wanna introduce you to."

She brought Thomas over to a rectangular glass fish tank that sat on top of a dresser. The tank was filled with plants, rocks, a shelter hide, a food and water bowl.

"Hey, Ray, I'm home," Sunset said, leaning down and looking into the tank.

"Who's Ray?" Thomas asked.

"Ray's my pet. He's a leopard gecko I got a while ago."

Thomas arched down beside Sunset and peered into the terrarium. Ray was casually sitting on top of a rock. He smiled at his owner until he looked at Thomas with an arched brow, not knowing who the strange boy is.

"Do you wanna see him up close?" Sunset asked.

"Sure!"

Sunset took Ray out of his enclosure, holding him gently in both palms. Thomas had never seen such a small creature. Not many reptiles live on Sodor, so it wasn't as common for him to spot any. He leaned in close enough to see Ray smiling at Sunset with bliss.

"Isn't he just the cutest thing you've ever seen?" Sunset said.

"He really is," Thomas smiled.

"You can hold him if you want?"

Though he's had a chance to hold reptiles at the animal shelter, Ray seemed a bit more fragile for being so small. Thomas didn't want hurt him by accident.

"Just be gentle when handling him."

Reluctantly, he held out his hand next to Sunset's for Ray to crawl on. He looked at Thomas' hand, then at Thomas, and then back at Sunset nervously. Ray didn't know the strange boy and wasn't sure what to make of him.

"It's okay, Ray," Sunset said, pulling him closer to her face. "Thomas is a friend. You can trust him. Promise."

She nuzzled her cheek against Ray to calm him a little. Sunset lowered her hand back next to Thomas', still held out for him to crawl on. Ray makes a double take at Thomas and his hand, acting just as apprehensive. Finally, Ray crawls over to Thomas' hand, surveying and searching for a worm spot. His palms were nice and worm, which Ray liked a lot. He settled himself on Thomas' palms, feeling more comfortable then he thought. Thomas brought up his other hand to make room for Ray to roam around.

"Hello, Ray," Thomas said, gently. "Wow! Look how tiny you are. I can see why Sunset really likes you."

"He's my little ray of sunshine," Sunset said, gently petting his head.

Ray looked at Thomas happily smiling down on him. Getting over much of his confusion, he smiled back, realizing he really was friendly. Thomas tried petting Ray's head with one of his fingers. Just then, Ray began crawling up Thomas' arm. A nearly startled Thomas wasn't sure what to do until Ray made his way up to his shoulders. Ray pressed his head against Thomas' cheek, making him giggle the more Ray continued rubbing his head against his cheek and tickling him.

"Aw, he likes you," Sunset said, sweetly with closed forearms.

"He sure does. And I like him too!" he smiled, looking back at Ray beaming with joy.

Sunset smiled while watching Thomas and Ray play together. The two were now great friends. Ray crawled all over Thomas' hands as he tried keeping up with him by underlying his hands so he doesn't fall off.

Sunset Shimmer never figured out why she had such a strange attraction towards Thomas. Ever since she bumped into him in the hallways, she felt something special about him; something she never felt in anyone else during her stay here or back in Equestria. Apparently, that something special also turned out to be a talking tank engine from a whole other world. But without even needing to know all of that info a head of time, Thomas still came off as a genuinely friendly person, so friendly in fact he believes an evil diesel engine can redeem himself even though this is his third attempt at trying to destroy his home. Only someone that pure and forgiving was one you'd ever rarely encounter in life. She felt right by her instincts the moment Thomas generously gave Trixie his muffin. Thomas was a good person; filled with innocence and wonder.

Sunset frowned dejectedly the more she saw Thomas laughing through his whimsical smile. She felt awful for keeping her past from him. Her friends and everyone in Canterlot High knew what she did and what she used to be like. Yet whenever her past was brought up in front of Thomas, Sunset tried to change the subject, afraid of what he'd think if Thomas found out Sunset Shimmer wasn't as friendly before as she is now. But learning that Thomas had his own secrets he felt the need to keep from her only made Sunset feel worse, as her and her friends pressured Thomas into spilling the beans out of fear for his safety. Although, she would've never guessed he was a locomotive from another world. In just a span of two days, Sunset seemed to know almost everything about Thomas and yet he doesn't know _everything_ about her.

That's when Sunset Shimmer knew what she had to do. Her new best friend more than earned the right to hear her story.

"Thomas," She said, placidly.

He and Ray stopped playing and looked at her.

Sunset let out a huge sigh. "There's something I need to tell you."

* * *

Her and Thomas went back down to the living room and sat on the big couch. She held Ray gently in her hand, looking down at him as he grinned at his owner. Sunset rests him on her shoulder than turned to Thomas sitting next to her.

"I haven't been fully honest since we first met. When we did, you were just a stranger to me. A very weird stranger, but that was before I knew who you really are. When I first saw you, I felt something I've never felt about anyone I've met before."

Thomas stared at her, unsure of where this was going.

"There was a part of me that had to get to know you. And these past couple of days showed me just that. You're kind and fun around people. Even when Trixie was being her usual self, you still showed kindness and compassion. Because that's who you are, Thomas."

Thomas smiled at her compliments. Sunset panned her head away and hugged her arms nervously. She didn't know why her past was still such a big deal to tell him about all a sudden. It was always causal to tell others about it, but this time was different. Thomas was someone Sunset didn't want to think differently of her.

"I wanted to be your friend because something told me you deserve the same amount of kindness you've shown all of us. And now, we're best friends. I couldn't be happier than I already am. However," She turned again to face Thomas with a stern face. "If you tried acting friendly to me a long time ago, I wouldn't have been so friendly back."

Thomas looked a bit dumbstruck at first. She let out a heavy sigh and tilted her head down. Her long wavy hair dangled down over her face and covered most of her eyes. Thomas couldn't see Sunset past the collection of hair blocking her face. She didn't want to make eye contact just yet. Sunset Shimmer pulled her hair back into place then finally let's it all out.

"The truth is... I wasn't always a good person."

A confused Thomas tilted his head. "Huh?"

She looked over to him, wondering what he thought about the conversation so far. Thomas had his eye brow arched skeptically. She continued on, swallowing any fears she had left that held her back from moving on.

Sunset started her story all the way back in Equestria, revealing she was a former pupil to Princess Celestia, feeling like she wasn't learning anything fast enough which drove her to sneak into a restricted area and learn about magic she wasn't suppose to, and running away through the magic mirror, which ended up taking her to Canterlot High. She then told him about the things she did at school. Everything from driving her friends apart, cheating in school dance competitions, and treating everyone badly while ruling over the school with an iron first, demanding everyone and everything be done exactly her way or she'd do something horrible to anyone that says other wise or gets in her way. She described examples of this when Twilight Sparkle from Equestria visited Canterlot High to run for Princess of the Fall Formal, which Sunset deliberately tried to sabotage in order for her to win the crown awarded to whoever won the voting ballot.

The whole time Thomas responded with the occasional but contemplative 'oh' and 'I see'. He listened intently, watching Sunset confess everything right in front of him. Although, she didn't confess everything. Even though she told Thomas how mean she used to be and the things she's done at school, Sunset left out a lot of other information. Such as her being the thief who stole Princess Twilight's crown, it's magic turning her into a she-demon, and how she nearly tried taking over Equestria by brainwashing the school students as her own personal army.

Thomas hung his head away from Sunset with eyes darting at random spots. He didn't know what to make of her story. For the past two days, he thought of Sunset Shimmer as a genuinely nice person, and never would've guessed she used to be a big bully. What she just told him completely changed this perspective.

"And so that's that," Sunset concluded. "I was rude, manipulative, wronged others, and worst of all there was a part of me that enjoyed it. I can feel it every time I think about how good it felt to belittle, divide, and act like I was some head honcho of the whole school," she buried her face into her hands.

Ray rubbed his head against Sunset's hand covering her cheek for comfort. Sunset looked to see his concern then laid her hand out for him to crawl onto. Sunset petted Ray's head gently and smiled in return while he sat on her palm.

Thomas was still thinking about all the things Sunset did before, and all the things she's done now. He was a little skeptical about it at first. It made him somehow think about Diesel 10 and how he once thought he was a much nicer engine before. But now he's evil again, and Sunset Shimmer at one point was almost just as bad. But now Sunset Shimmer is a much nicer person. She was completely deviant from how she used to be a long time ago.

Sunset was reluctant to go the extra mile and tell Thomas about her once evil plan to conquer the pony world. She sets Ray on the couch handle and readies herself to tell him more about the stolen crown anyways.

"There's more to it-"

But before she could start, Thomas tilted his head back and faced Sunset.

"Did you learn from your mistakes?"

Sunset was caught off guard. "What?"

"When you realized what you were doing, you knew at that moment the things you did, the people you were treating, it was all wrong, right?"

Sunset stared at Thomas, waiting for an answer. It wasn't entirely Sunset's doing that made her realize how wrong her actions were. Princess Twilight and her friends used the stolen tiara, containing the Element of Magic, to tap into it's magic and depower Sunset Shimmer. A tornado of rainbows showered her with the magic of friendship, transforming Sunset back into her regular appearance and making her realize the error of her ways when all of the corrupted magic lifted.

She saw how solicitous Thomas appeared and didn't want to reveal any more than she has; fearing he'd might think badly of her more if Thomas knew she went off the deep end to the point where she couldn't return on her own. Sunset didn't want their friendship to change telling him all of that and answered his question instead.

"Of course, I did. I mean yeah, I joke about it now and then, but it still hurts knowing that's who I was at one point. And it's a part of me I'll always regret ever embracing in the first place. I just wanted to be ahead and rule beside Celestia as princess so badly. Canterlot High was the closest I was ever going to get from doing so and I was willing to ruin everyone else's lives just so I can achieve any kind of supremacy."

She turned her head away somberly looking down at the floor.

"My ambitions, my desires, my selfishness... they turned me into a monster."

A perturbed Thomas tried to process it all still. After a long silence, Sunset anxiously panned back to him, waiting to hear what he thought about the old her. She still feared for the worst, until Thomas shifted closer to her, and smiled.

"We all make mistakes when we get carried away. That doesn't make you a monster, Sunset. Far from it if you ask me."

Sunset continued listening, so far feeling some relief just by staring at his grinning face.

"I remember how impatient I used to be when I first arrived on Sodor. My jobs all involved preparing for other engines to do theirs. But I didn't like just shunting trucks or coaches for other engines to take on long journeys. I wanted to see the world and do the bigger jobs they get to do. Even when I finally got a chance to, there were a few bumps on the road because of my impatience. I never bothered to pay any attention when told that Troublesome Trucks were tricky, or how difficult pulling passenger trains were; especially if you forget to pull them out of the station."

Sunset snickered a little to herself. Thomas still smiled from remembering those moments.

"Which ended up causing confusion and delay for Sir Topham Hatt's railway. But then, I learned to take caution with my work and help others in trouble. That was when Sir Topham Hatt gave me my own branch line and two coaches called Annie & Clarabel. So now, I get to do all kinds of work and still be really useful."

"But you didn't hurt anyone to get what you wanted. You learned from your mistakes."

"Well, yeah I guess not. The point is, everyone will make mistakes, even if they don't know it themselves right away. Just because we do doesn't mean we can't learn from them. Once we do, all sorts of opportunities will open up for you."

Just then, Thomas heard Sunset trying to stifle back her sniffling, realizing she was now tearing up a little.

"Sunset? Are you okay?" he asked, concerned.

Sunset panned over to Thomas and smiled, even though a stream of tears now leaked down her face.

"I'm just so glad to hear you say that. I don't know w-why I even kept this from you. I should've known you would've understood the moment I realized how kind and caring you really are."

"Of course, I understand, Sunset. You made bad decisions but were able to pull through in the end. That's all that really matters, right?"

She wiped away some of her tears, trying to compose herself.

"My friends helped me too. They took me in and forgave me for what I did to them."

"You must be really lucky to have friends like them."

Thomas shifted closer to her until they were neck in neck. Sunset felt another shower of tears building as Thomas wraps his arm around her, but was denied when she threw herself onto him instead, hugging Thomas tightly and burying her face in his sweater.

"Thank you," she said, ecstatically.

All her worries, her concerns about Thomas being mad were now drained from her system. Thomas smiled and wrapped his arms around Sunset as she continued holding on tight and stayed within his grasp. Ray crawled over and climbed up Sunset, reaching Thomas' arm now wrapped around her shoulder. He tried comforting Sunset as well by nuzzling his head against her. Both friends sat for a long time. After a while, Thomas lets go and looks Sunset in the eyes.

"There's just one thing I don't get though. If you knew I'd understand, why did you believed you had to keep it a secret when everyone else already knew?"

"Because, the first glance I got, I knew there was something more to you. Something I didn't want to lose if you knew who the old me was before getting to know the real me, the person I am now. We weren't close enough to be friends yet, so I wasn't sure how'd you'd react or think of me then If you knew what I used to be. I didn't want our friendship to drift apart without getting a chance to start one just because I was-"

"Not normal?" Thomas included, calling back to his own reasoning for keeping secrets from her.

Sunset smiled. "Now I know what makes you special, Thomas. What you have is a special kind of friendship. One that never gives up and is always there for you. That's what I saw the first time we met. I just wanted to be sure before you ever found out."

"Well, just like how you describe, I will always be by yours and anyone's side. You can always count on me to get the job done!"

He then leaned forward and gave Sunset another hug. Her face redder than an apple, Sunset returned the hug back. They remained seated on the couch, thinking about what the two told each other.

"I'm really glad you told me your past, Sunset. It must have not been easy feeling like I wouldn't take it as well as I did."

"You have no idea how much I wanted to. Seeing how you treat others should've been a clear give away. I've never been through anything that conflicting in a long time, and I'm glad I don't have to anymore."

"Neither have I. I guess I really am special then," Thomas smiled.

"You really are," Sunset said, bumping his shoulder with her fist.

Thomas rubbed his arm with a warm smile.

* * *

Just then, a terrible feeling began welling up inside of Thomas. He started feeling dizzy. His vision began to blur, his head was sore and boiling to a fuming point. A wave of pain struck him harder than a face fall onto the pavement. Thomas knew what this meant and began to panic, but no amount of will power could warn Sunset about what he was feeling on time. Confused at first, Sunset quickly became distressed as Thomas began swinging back and forth, trying to keep his balance and his eyes open. But to no avail, Thomas blacked out again, his body giving ways and landing on Sunset's lap.

"Thomas?!" Sunset cried.

She got up and gently positioned Thomas properly on the couch. When she backed away, a dark blue shadow began manifesting on Thomas' sleeves. It started ripping away his clothing by tearing away into the seams. Ray sat on the couch handle, frightfully eyeing Thomas.

"No, not again!" Sunset said, anxiously watching being Thomas consumed.

Then she remembered what her and Twilight Sparkle hypothesized earlier. She ran over to her backpack and grabbed the locket containing the Gold Dust she found off of Thomas the last time he was under attack from the darkness. She opened it and saw there was only a few ounces of Gold Dust left, only enough to risk seeing if it will really work. She watches the fabric of Thomas' sweater ripping off. Scared but determined, Sunset Shimmer collects the last of the Gold Dust, pouring it onto her right hand and enclosing it with her left. Sunset shakes the Gold Dust in her hand until they started lighting up. She opened her hands to see the sparkles clinging against her palms while actively glittering in all of its brightness.

Thomas moaned as the pain swelled up deep within his temple. Sunset stepped towards Thomas, who began calming down as she got down on her knees to sit beside him. She was terrified, but was relieved when he relaxed a bit the moment Sunset sat over him. He seemed to always be less in pain somehow whenever she was near him.

"You're going to be alright," Sunset said, soothing his cheek.

Making sure she wasn't wearing her Geode, she then took Thomas' arm, rolls down the sleeve, and grabbed hold of both his hand and arm. Within seconds, the Gold Dust on her hands radiated a brighter more blinding light. So much so Sunset had to look away to avoid being blinded. She tried thinking about Thomas' well being and putting an end to whatever's causing his suffering, or whatever Diesel 10 was doing to hurt him. Lights flickered within Sunsets palms as she felt the Sparkles' power violently vibrating and fighting back against the misused magic. Sunset tried with all her will to keep her hands locked on, refusing to let go despite how powerful the receiving end fought back.

Struggling to keep hold while waiting for her magic input to triumph, its energy finally transferred onto Thomas his entire being and covered him in a bright magical aurora of shimmering Gold. Trying to catch a glimpse through the blinding light, Sunset saw the wear and tears on Thomas' clothes patching itself up and the terrible dark shadow reversing its colors back to the original brighter blue shading. The gold aurora disappears, slowly withering away until there wasn't a spec of shadowing or tear left to be seen.

* * *

 **To Be Continued.**


	16. Chapter 15: A Night At Sunset's Pt 2

**Synopsis: Thomas and Sunset Shimmer continue to cement their new friendship after another recent attack from Diesel 10 and his magic misuse.**

 **Sidenote: I'd like to give a shout out to asperman1 for suggesting the song used in this chapter. I never planned on having a singing sequence in this chapter or the song of choice featured, which is more or less the reasons it had to be slit into two parts. They suggested I insert a beloved song for Thomas to sing. I thought about where I might could put it until I remembered this chapter, and realized then after some conceptualizing that it was the perfect place to have it.**

 **So once again, Thank you to asperman1 for the song idea.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 15: A Night At Sunset's Pt. 2**

Suddenly, Thomas awoke and lets out a heavy breath of air. Worn out, Sunset Shimmer laid her head on a panting Thomas' stomach, hearing his beating heart and rapid breathing pushing her up and down a mile a minute. His breathing started slowing and returned to a much calmer pace. Ray was delighted to see him at a much calmer state than he was a minute ago.

Thomas saw a tired but relieved Sunset staring back at him. Thomas could barely get his words out a first. His vision hadn't fully returned to a clear sight yet. However, he didn't need to see to know that Sunset Shimmer was by his side, holding on to him tightly like his well being depended on it.

He had no idea what they were doing. Then it all came flooding back.

"It happened again, did it?" Thomas said, weary.

Sunset nodded, unaware that her hand was still gripping Thomas' arm. Thomas pointed it out, looking down at her while his heart began racing again for some strange reason.

"Um, Sunset?"

Eventually she saw this and also realized her head was still laying on his stomach, hearing his heart beat to a vigorous pace. Sunset leaned up, let's go of his arm, and placed it gently to his side. She blushed to herself and grinned sheepishly. All Thomas did was muster a smile. Sunset examined her hands to see the Gold Dust was no longer present.

"I can't believe that actually worked," she said, surprised.

"What worked?" Thomas asked, regaining a clear conscious. "What did you do? How am I alright again?"

"I used Gold Dust on stop the shadow from spreading. All I did was focus on stopping it from hurting you. Next thing I knew, this gold magical aura covered you head to toe, and now you're awake again."

Thomas sat up on the couch and smiled with relief "Whoa. So, does this mean we don't have to worry about me blacking out anymore?!"

"I don't know. That was the last batch the Gold Dust I had on me. If we don't have anymore Diesel 10 could still-"

Out of nowhere, Thomas lunged forward and hugged her. Still red in the face, Sunset hugged Thomas back.

"You saved me, Sunset!" He said, sincerely. "Thank you so much."

"You're quite the hugger, aren't you?"

The two let go, both still smiling at each other with gratitude. Sunset rubbed the back of her neck.

"The only problem is, I'm not sure if what I did was permanent or not. Diesel 10 could still attack you again at any given moment. I only managed to stop him from hurting you now."

Thomas frowned upon remembering that this was Diesel 10's doing. But was it really by his desire? Did the Genie make him do this? There had to be a reason why Diesel 10s out to destroy him and everyone on Sodor. Thomas was relieved to be alright again, but then got frustrated over what Splatter & Dodge said concerning Diesel 10's involvement with the magic misuse. This time the blackout felt much more painful, as if he really was trying to knock him out for good.

"Why is he doing this?!" Thomas said, angrily slamming his fists on the couch. "Why can't Diesel 10 realize what he's doing is wrong?!"

Sunset didn't say anything at first. She was worried about upsetting Thomas by speculating Diesel 10's malevolence until thinking an appropriate answer. Sunset got up and took a seat next to Thomas.

"Maybe some people just don't want to be good," Sunset said. "Doing bad things or just being bad in general is all that they know."

"But if you're able to change your attitude, maybe there's still a chance for him to do the same!"

"I wouldn't count on it if I were you."

"Why not?" Thomas said, discontented. "Give me one good reason why I shouldn't? Just think about it, Sunset. If you're able to become good, then so can Diesel 10. He's proved to be really useful before. And after hearing your story, I just know there has to be good in him somehow. I have to believe that. I just have to."

Sunset Shimmer knew Diesel 10 was probably far gone from redemption given how he tried wiping out Thomas yet again, something that seemed to be going over his head. But, seeing Thomas struggle with this ideal made Sunset second guess herself a little. Sunset _has_ gone from being a raging she-demon to the helpful and friendly person she is today, but by means of Princess Twilight and her friends instilling her with the Magic of Friendship. Sunset became concerned about Thomas' viewpoint, but didn't want to upset him even more if he knew what she thought. So, she decided to go along with it.

"My case is a lot different from his. But I won't try to stop you if that's what you think. Just be careful how you go about it, okay? Like you said, he may not even realize what he's doing yet. Give him time and we'll see if he can come around."

"Oh, he will," Thomas said, confidently. "You're all the proof I need to know that even an evil Diesel 10 can be, uh, reformed, is it?"

The two friends sat on the couch for a while, thinking over their last talk before the blackout, when Diesel 10 may attempt to destroy Thomas again, and where they were going to find more Gold Dust in case this does occur. Looking to change the subject, Sunset looked over to her TV sitting across from the couch. She smiled then gets up to walk over to the TV set.

"What's up?" Thomas asked.

He got up as well and followed her. Sunset Shimmer picked up a small case, opened it, took out a round disk like sphere and placed it inside a purple and black electronic box stored underneath the TV. Thomas saw this and crouched down to examine the strange looking device.

"Whoa. What is this thing," He asked, poking it.

Sunset snickered to herself. "A video game console."

"Video, Game, Console?"

"Yeah. A virtual gaming system that people play with. You know, for fun."

Sunset Shimmer explained the many types of games people play on a console, as well as having to reexplain the concept of a television set and what that's used for. But no matter how much he was told, the technology in this world continued to baffle Thomas. His idea of games involved activates that weren't played on a large projection screen. Do people actually play games indoors through a box?

"Here's an awesome game for example," She handed Thomas the poly-box. "The disc goes inside the console and the game appears on the TV screen."

The case was turquoise with rainbows marked across the top. The front image for the game itself had a vibrant art style depicting an orangey-red fiery background. Prominently, the head of a buff looking centaur with red skin, white hair, and black horns with bull-like facial features and a goat-like beard took up most of the front box. The game's title was displayed beneath the centaur's head, written in bold italics and colored a deep red with black fiery thorns wrapped around the text. Thomas examined the case.

"Rise of Tie-wreck?" he said, pronouncing the name wrong.

"Tirek," Sunset corrected. "It's an open world experience where you play as fierce warriors living in a kingdom ruled by the evil Lord Tirek. You can play in any class to build up your skills and take back your home by going on raids and defeating enemies. The more loot you collect, the closer you become the ultimate champion of his dimension."

A perplexed Thomas had no idea what any of that meant, and didn't like the sound of its concept.

"That sounds kind of dangerous."

"I know right! It's such a fun game!" Sunset said, excitedly.

She then turned on the TV. Thomas nearly jumped out of his shoes by the moving pictures. The loud noises and blaring music from the television were sounds he wasn't used to. A cutscene played out with a digital Tirek facing the screen and monologuing to the player.

Sunset goes to sit over on the couch. "The sequel comes out in a couple of months and I've been waiting to buy it forever! I plan on being the first in line when they finally release it. Until then, I've been playing this in preparation. I heard rumors that his brother will appear in the new game as the players guide."

"I am Lord Tirek, and I will take what should've been mine long ago!" The digital character said, laughing from the TV.

"How is this even possible?" Thomas asked, sitting beside Sunset. "Is that guy stuck inside the picture or something?"

"Huh, funny. I remember asking something similar when I first saw a TV. Luckily, its all just pretend. Though that's the least I can say about the actual Tirek."

"What's that?"

"Nothing," she corrected. "No one's stuck inside anything. It's all designed to take place in a fictional fantasy realm."

Thomas watched Sunset log in and roam around the digitally virtual world with her character looking strikingly similar to her except decked out in brightly colored gear. Though he was a bit dithered by the game' premise and the advanced technology, it was still something new and exciting in a way, and Thomas was interested in learning more about it. If Sunset liked video games, perhaps he will too if he just familiarizes himself with it.

"So, is that you?" he asked.

"Mm-hm."

"How are you making her move?"

"With this."

Sunset showed Thomas the gamepad, shaped in some what u form. It had four buttons on the left side, a joy stick on the right, and a touch pad in the middle.

"That's how you make her walk?" he said, looking at the controller than back at the screen.

Sunset then picked up another controller from the coffee table and holds it out in front of Thomas.

"You know what the best thing about this game is? It's multiplayer."

"Mult-whah?"

Sunset rolled her eyes and smirked. "Just take this. Press the center and you'll be logged in as player two."

Thomas grew even more confused when Sunset began instructing the game's basics. She showed what the buttons on his controller did, how to make his avatar, and how to walk and use his abilities. Thomas was having trouble catching on, but tried following along the best he can. His avatar looked just like him also, dressed in a sky blue, low level gear with only a level one magical staff as his means of defense. His and Sunset's character explored the vast and expansive virtual world, running into other players who were playing from their own homes.

Finding out the concept of other people playing this game from all across town, even across the world completely blew Thomas' mind, especially when some talked back through voice chat. After a while, he got the hand of controlling his character, but still had a lot to learn. He knew how to use defensive magic against enemies while Sunset took care of them with her character's offence abilities.

* * *

It was now late at night a few hours in. The two had taken off their jacket and sweater halfway though the game and laid them on top each other from another sofa. While Sunset Shimmer and Thomas were trying to boost his character's skills a bit, they found themselves in an area of the game called the Neither Lands. The two were in a middle of a boss battle against a powerful opponent Sunset has yet to defeat.

"On your left."

"I see 'em."

They used their magic abilities on creatures such as Timberwolves, Maulwurfs, and some Windigos, which spawned one after another in an effort to overwhelm the two.

The boss being battled against was an old magic wielding centaur named Sendak the Elder. He was guarding a chest inside his cave full of rare loot that will upgrade the player to the next level needed to progress. The battle was intense. It was just Sunset and Thomas against the boss and a never-ending surplus of enemies. Thomas was only a low-level mage and Sunset was never able to go against Sendak on her own. The two were both fixated on the TV screen and fully concentrated on the game.

"Use you defense magic!" Sunset said.

"Got it!"

"Oh no, I'm down. Revive me!"

"What?"

"Pick me up."

"How?!" Thomas panicked.

"Press Y, press Y!" Sunset hopped in her seat nervously.

Thomas' character revived Sunset's on time and the two kept mashing buttons on their controllers, trying to get by waves and waves of enemies.

At last, they now faced against Sendak, giving him everything they've got. Thomas barely left a mark but was able to assist Sunset by using his defense abilities and reviving her when pinned down by Sendak's power. It was a miracle Thomas was able to stay in battle for as long as he did. He had to respawn a lot, but managed to allude the wizards magic. He proved more effective in keeping Sunset's character on their feet then he did when inflicting any damage.

"We almost got him!" Sunset said, excitedly. "Use your magic again!"

Thomas' character casts his defense magic on Sunset right as her Avatar's energy dropped.

"He's almost down. Wait for it, wait for it!"

The Buttons on their controllers were mashed intensely as they used the last of all their magic abilities for one final blow.

Finally, Sendak the Elder's being was covered in an orangey aura and glowed radiantly as he disappeared from the cave. The wave of Timberwolves, Maulwurfs, and Windigos ended and the cave became quiet. Thomas and Sunset Shimmer held their controllers, waiting to see what would happen. Just then, the chest containing the loot they needed appeared in the center cave and blinked a bright light as triumphant music blasted from the TV.

"We did it. We won!" Sunset stood victoriously with her arms raised in the air.

"We did?" Thomas asked.

"The loot's now available, which means we're able to progress further on in the game."

Despite not understanding what any of that meant, Thomas still joined in and cheered as well. All he understood was that they won the game.

"Hooray! We won! That was amazing!"

Sunset chuckled. "Better than that. Thomas, you were incredible!"

She then threw herself onto Thomas and embraced him into her arms. Doing so forced him to fall against the cushions.

Thomas laid on his back with Sunset on top of him. He hugged her in return while the two friends continued holding onto each other and laughing together over their hard-earned victory. Ray was hopping on the couch handle in celebration as well. Despite this being Thomas' first time, he was able to help Sunset win a game she had trouble with and won her the reward she needed. He was happy to be of some help, and Sunset was very proud of him for wining the game with her. Both were proud to have worked as a team and accomplish what would've been much more difficult to tackle by oneself.

The two friends slowly finished chuckling. Both still held onto each other with their cheeks pressed against one another's. Sunset raised her head to look at Thomas. They were very close to each other, their noses barely coming into contact. Both collectively stared back at each other through half-lidded eyes while smiling vividly. Sunset started getting lost in his eyes again. Thomas almost got caught in the same loop until he ended up just laying there, waiting for Sunset to get off him. But she was too busy staring at Thomas to realize what she was doing.

Finally, her own eyes widen, and she quickly got up and embarrassingly shifted herself from Thomas, turning her head away to avoid showing him her fiery red face. Thomas was confused by her behavior and wondered what was wrong. Sunset panned back to Thomas and playfully bumped his shoulder with her fist.

"Good job," She said.

"Thanks!" Thomas said, happily.

Sunset sat awkwardly while fiddling her thumbs. She didn't know why she kept staring into his eyes for that long. Was her curious affection stronger than she thought? Or was it because of a different kind of closeness Sunset was developing towards him; something she was completely unaware of or and denied having, despite secretly wanting this affection to be real? She couldn't think straight. Her thoughts and feelings were running rapid, wondering herself what's gotten into her.

"You okay?" Thomas asked, perplexed.

She looked back at Thomas and smiled, placing her hand over his shoulder and patting it with reassurance.

"All good."

Thomas leaned back against the couch. "I don't think I've never had this much fun in a long time. Come to think of it, I never experience anything fun like this. And it's all thanks to you and the others for giving me that chance."

"Glad we could make it worth wild."

Sunset got up and grabbed her jacket and Thomas' sweater. Suddenly, the sound of wind chimes clattered as Sunset picked up his sweater. She looked down to see where it came from and saw a small collection of Gold Dust sitting on her single seated sofa.

"Absolutely!" Thomas went on. "The apple ciders, the video games, the magic you all showed me. This really has been a productive day, and I didn't even have to do any real work to call it that."

She picked up a handful of Gold Dust and showed them to Thomas. He gazed at the Sparkles, at his sweater in Sunset's hand, which was dripping little specs of Gold Dust from the sleeves. Sunset threw Thomas' sweater over to him. She then took her locket sitting on the coffee table and poured them into the container.

"Just in case," she advised.

Thomas nodded in agreement. Though he and Sunset were hoping they won't be needed.

She went over to the sofa and collected the remaining pile of Gold Dust, piling them all into her locket for safe keeping. There was plenty of sparkles in the locket now, more so than there was this morning. Sunset puts her black, cropped jacket back on and stored the locket in her backpack.

"It's a little late for supper. Do you still want something to eat before going to bed?"

Thomas' stomach began rumbling. Being hungry was a very strange feeling for him. He felt peckish and a little low on energy. He didn't like the feeling at all. It was as if his stomach is now a void less pit that curdled up inside him.

"I'll take that as a definite yes," She said.

She went over to the small kitchen area, opening the fridge door and examining the contents inside.

"We've got leftover pizza, roasted root vegetables, leftover pie probably Pinkie's, quarter of a cake, seared chicken with turnips and sweet potato fries, and oh," Sunset pulled out a takeout box. "Forgot I had this."

She looked over to Thomas holding onto his stomach indecisively.

"Sorry, I don't have anything fresh for us to eat," Sunset said.

"I thought the pizza Rainbow Dash bought was really good. Let's have some of that again!"

"Sure thing. It's a different brand though. You okay with that?"

Thomas nodded.

"Alright, leftover pizza it is," She said, taking the box out.

* * *

She grabbed a plate for her and Thomas and puts one plate of pizza into a microwave. After one plate was done, she repeats the same process with her plate. There were two slices on one and three on the other. Sunset kindly gave Thomas the plate with three slices as the two went over and sat on a small dining table. Thomas happily ate his Pizza while Sunset texted her friends to let them know everything is alright at her place. She even secretly took at picture of Thomas half way through taking a bite from his slice and sent it to everyone. Sunset tried hard not to give away her snickering in front of him while doing so.

"I still don't understand how those things work," Thomas said, noticing her cellphone.

"Add that to the list," she smiled. "I'm glad you suggested pizza. I was about to throw this all away if I never got around to eating them."

"That would have been a waste."

"How is it, by the way?"

Thomas finished chewing then let out a small belch, making him and Sunset snicker a little.

"Just what I needed," He said, padding his belly.

"That's good. Hey, maybe if you plan on staying over a little longer, I can make something fresher that's not leftovers."

"This is fine too, but I'd still really like that."

"Great! Fair warning though, I'd say I'm pretty good at cooking but it's not exactly my strong suit."

"What about baking?"

"Eh, I have Pinkie Pie to give credit to mostly."

"Well, I'm sure whatever you end up making will taste even better than this," Thomas smiled.

The two-finished eating their pizza then sat for a while and reflected on their day.

"So, how's life in Canterlot treating you so far?" Sunset asked.

"It's fantastic! I've made so many new friends, discovered they have amazing magical abilities; not to mention great singers. And best of all, I got to spend the night at my new best friend's house!"

"I'm glad you had a good time. Do you often have this much fun on Sodor?"

Thomas had to think about that question for a second. "Well, nothing like this. Work is kind of what we do for fun. If it's a job that we really like than it's even more enjoyable. But most of the time it's regular stuff that needs getting done, which is why we're always constantly doing our best so get a special job that's a lot more fun to do."

"I guess seeing how your only function is work, that's really the closest thing you have to calling fun."

"I mean, there are other things we do. Like organizing parties and special events for example. Those are always the best jobs to have. Afterwards we get to stay around once we set up the events. Sometimes we watch fireworks, a show or performance, all kinds of things. We work all the time, but it's the work we do that allows us to have fun events to take part in."

Even though she enjoyed living in Canterlot and going to school with her friends, Sunset Shimmer always wanted more out of her life seeing as how she was pony from Equestria, a place where mythic creatures roam and magic energy is embedded in pretty much every pony. And for a while, Sunset had aspirations about a life outside of CHS and wondered what more is out there besides the places she's currently living in and the lands she's yet to discover in Equestria.

When Thomas arrived in Canterlot, and was revealed to be a talking locomotive from another dimension, it was almost as if something had given Sunset exactly what she was missing. What she was really missing in life, what made Thomas special, was him eventually becoming someone she'd now call her best friend, and he just so happen to be from another world.

She was all the more curious about Sodor. Though in reality, it's a busy railway full of many types of engines hustling and bustling to make their railway the best one around and prove at the end of the day they are all really useful. But the way Thomas was describing Sodor made it sound more whimsical, a land of pure magic and make believe. Through the average eye, Sodor was just a railway business serving their every need; but to Thomas and the other engines, it was their home. And through their eyes, the Island of Sodor was much more magical than they led on to believe. It was were they belong, with opportunities around every corner.

"So, what's it like living on the railway?" Sunset asked astoundingly. "What's the Island of Sodor really like?"

Thomas looked at Sunset and smiled. He got up from his chair and walked over to her, reaching out his right hand for her to take.

"Let me show you."

Sunset was confused. Was he going to actually take her to the Island of Sodor?

Either way, she raises her left hand and places it on his. Sunset got up from her seat with their hands fully enclosed together. Thomas walked a head with Sunset right behind him and still holding onto his hand. She was glad Thomas couldn't see her red cheeks. He leads her upstairs and takes her into Sunset's bed room.

Still not knowing what was going on, Sunset Shimmer still allowed Thomas to continue leading her further on until they reach the large window looking out into the streets of the small market place. The streets headlights dimly lit the area and some of the shops across the street were closed. What was really lighting up the area was the clear night sky with stars shining bright and the glimmering glow of a full moon radiating an ambiance of luminosity, making their view clearer than even the dark pathway of The Magic Railroad's current state.

* * *

She didn't know what Thomas had planned, but soon started getting a good idea. Thomas positioned Sunset in front of the window, rested both his hands on her shoulders and faced her in front so she can make out the night sky in its entirety. He stood behind her while keeping hold of her shoulders. That's when Sunset knew, she was about to see Sodor in all of its glory as she whimsically stared up at the moon and all of the shining stars. Through Thomas and his perspective, he began to sing all about the Island of Sodor.

 **Thomas:** "Picture a land where the sky is so blue."

"Storybook land of wonder."

"A magical island just waiting for you."

"Island of Sodor, A place where dreams come true."

 _[Sunset overlapped both hands on Thomas' and grabbed hold gently. She continued staring up at the sky, never taking her eyes off the moon or the stars. Finally, a clear, picture-perfect perspective of Sodor began flooding her mind, filling her with an enthralling sentiment of its land, the sun shining down, and all the engines that live there, whistling hello as they puff by.]_

"Imagine a place where the sun always smiles."

"The valleys are green as can be,"

"And friends that you love are all waiting for you."

 _[Sunset could almost see it all, just by hearing Thomas' voice and looking up at the night.]_

"Island of Sodor, will make your dreams come true."

 _[Thomas continued singing with Sunset becaming lost in his words. Closing her eyes, she awoke to find herself in a large field of brightly colored green grass, a pond filled with Lillie pads and other such plants. A large Post Windmill rotated slowly against the cool breeze of the fresh air across the distance. A tank engine puffed by carrying two passenger coaches all the while. Thomas stood right beside her, grabbing her hand and leading them across the field.]_

 **Thomas:** "Wake up, follow the dream,"

"To a land of make-believe."

 _[The two friends walk across another field of green. This time with an ancient, ruined looking structure known as Suddery Castle in the back drop. The same tank engine was puffing by the ruined castle and whistled to the two friends from across the large open field of grass. Some animals roamed the field as well including deer, squirrels, and birds soared past them while tweeting happy songs.]_

"The Island, of Sodor."

"Magical land where dreams, come true."

 _[Thomas and Sunset were now on a canal boat called the Sodor Maid, flowing down a river while taking in the scenery around them, such as another castle of Sodor; this time along the tracks built for a narrow-gauge engine. The seasons of changes begin to phase in and out while Thomas sings about Sodor and its climate. The snow fell, the sun warmed up, the wind grazed their hair, and peddles of fallen leaves brushed over. Thomas grabbed one and handed it to Sunset.]_

 **Thomas:** "The winters are snowy, summertime is nice."

"Springtime breaks out a fresh breeze."

"Falls that rain down a bright happy new day!"

"Island of Sodor, a home for you and me."

 _[Both now found themselves on an express train thundering down the line into Henry's Tunnel, rolling up Gordon's Hill, and then stopping at Tidmouth Hault, a station by the seaside piling with happy passengers eager to go on a ride.]_

"A place you must go to and see for yourself."

"Words can't describe its beauty."

"Its endless railway will take you anywhere."

"Island of Sodor, a place where dreams come true."

 _[Thomas and Sunset were now looking over the seaside town of Arlesburgh. Then they sat on Tidmouth Beach in front of a wide mountain, filled with boats washed up on shore and a light house just off on a land of rocks. The two then rested by three sets of buffers at Arlesburgh Harbour, looking out onto the horizon above the ocean as the sun begins to set and eliminate a perfect twilight shine against the small group of clouds, brightly coating the night sky in their direction.]_

 **Thomas:** "Wake up, follow your dreams,"

"To a land, of make-believe."

"The Island, of Sodor,"

"A magical land where dreams, come true."

 _[Through Sunset Shimmers perspective, Thomas takes her through many more parts of the Island. Many areas including a walk down Henry's forest, across the Elsbridge Watermill, and standing on a Road Beside a Rail and Canal Runby, where the moon and stars much like the ones she was starring into glimmered above the sky with the same twinkle, shine, and a shooting star flying by. The air was cool, the breeze delicate, the presence of being outside invited her to remain were she was and watch the sky sparkle.]_

 **Thomas (Talking):** "Follow the road, that leads to your dream."

"Over the hills and mountains."

"Look for the skies, with stars in their eyes."

 **Thomas: (Singing):** "Island of Sodor, will make your dreams come true."

 _[Thomas and Sunset Shimmer visited a few more landmarks and pathways on his Branchline. They walk past Elsbridge Station where the tank engine took off with it's two passenger coaches, a field where Terence The Tracker was happily doing his job, and stood in Tidmouth Station among crowds of people waiting for their train to arrive; while kids playin with some wooden toy trains pretended to ride them in the air.]_

 **Thomas:** "Go on, follow the dream,"

"To a land, of make-believe."

"The Island, of Sodor,"

 _[Next, they found themselves standing in a wintery field of soft snow. The wind blew a cold but gentle gust, the morning sky still dusk before the dawn, and far enough to see a set of tracks ahead of them. Thomas brings Sunset closer to the long line of tracks while holding up a lantern in one arm and wrapping his other arm around her for warmth.]_

"Magical land where dreams, come true."

 _[Just then, a large whiff of steam clouds their surroundings. As Sunset was able to get a clear view of what caused it to appear past the smoke, she saw approaching them a 1915, 3700 City Class, 4-4-0 locomotive chuffing down the line with a train of crimson brown passenger coaches tailed behind it.]_

"Truuuue."

 _[The locomotive, known as the City of Truro, thundered past whilst whistling loudly but not so loud to rattle ears. Sunset gazed at the marvelous tender engine and watched it pass by them and down the track towards the sun rising up in the distance beyond mountains far and wide. Truly a grand, breathtaking sight worth witnessing. Both Thomas and Sunset held each other's hands. Thomas finished his song of Sodor while standing on the Road Bridge above a Rail near a Signalbox, looking at Sunset Shimmer who was beaming with full serenity.]_

"The Island, of Sodor!"

 _[Thomas leaned in closer bending both their arms in a locked position as they were now face to face.]_

"Magical land where dreams, come true."

 _[They hear the same tank engine from earlier whistling as the train puffed under the bridge, blowing smoke out from it's funnel and covering them completely in a mystified cloud of steam. The vision was now finished, leaving both teens in a blissful state.]_

* * *

Sunset Shimmer, now in her pajamas, finished brushing her teeth and then went downstairs into the living room to check on Thomas, bringing down a glass of water for him. She gave him enough pillows and a comforter to sleep with on her couch in the living room. Upon entering, she noticed Thomas wearing Big Mac's PJ's, and how loose they were. The sleeves dangled off of his arms and legs. Sunset smiled while resting a hand on her hip in amusement.

"Guess they're a little _too_ big for you, huh?"

"Um, yeah. It's okay though. I don't mind sleeping in them still."

"Good, 'cause I don't have anything else that'll fit you."

Thomas yawned and stretched his limbs. His eyes were dreary and his throat was parched. She handed him the glass of water. He takes it and chugs down every ounce.

"Alright, time to get some sleep," Thomas said, feeling more refreshed.

He laid down on the couch, positioned his pillow and pulled the bed sheets over himself. Sunset leaned over him.

"Thanks again, Thomas," She said. "I'm glad you told me all about Sodor. It really does seem like a very special place to you."

Thomas smiled. "Sodor is my home. That's why I must save it before something bad happens."

"You will. Starting tomorrow we'll get back to searching for Lady. We all will."

As he stared up into the ceiling, Thomas felt the weight of his eyes give away and slowly drifted off into sleep.

"Thank you, Sunset," he said, through his drowsiness.

"Yeah, no problem." But she didn't know what for. "For what exactly?"

Thomas didn't answer, for he was now sound asleep. Sunset smiled. Thomas shift around on the couch to get comfy.

Before leaving the living room, Sunset looked her shoulders back at Thomas one more time before turning off the light and heads upstairs to her room. She says goodnight to Ray, comfortably sitting in his shelter from inside the glass terrarium, then heads up the wooden flight of stairs to the balcony area where her bed is. She laid down on the bed with her comforter over top and her arms resting behind her head still thinking about today, about Thomas, The Island of Sodor, and his very important mission.

Now that she had a good idea what Sodor is like, Sunset knew she couldn't stop at nothing until Lady and her magic are back on the Railroad. Because her mind was racing with all these thoughts, Sunset Shimmer couldn't drift off to sleep yet. She needed to clear her mind until she thought of something.

Sunset shifts herself up a little, pulls open her drawer next to the bed, and takes out a book. It was a brown hard cover with the image of a flaming sun on the front with yellow on one side, red on the other, and mixed in between the center.

She opens the book and grabbed her pen, sitting and thinking about where she to start. There were so many things to write down, so many thoughts she wanted her friend to know. She stopped over thinking it, and placed her pen on the book, writing down whatever came to her naturally. Letting her thoughts run wild as she began to write to another special friend of hers over in Equestria.

 _'Dear Princess Twilight, you'll never believe the week I've been having so far.'_

* * *

 **To Be Continued.**

* * *

 **Music Used: "The Island Song" From Thomas & Friends.**

 **Composers: Mike O'Donnell & Junior Campbell.**

 **Copyright Ownership: HiT Entertainment™,** **Mattel, Inc.**


	17. Chapter 16: Mystic Sprinkles

**Before we start off I'd like to apologize for taking the first two to three paragraphs from Pt.2 of Chapter 15 and moving them back to Pt. 1. I'm sorry for causing any confusion and inconsistency among or towards any readers out there who read Chapter 15 Pt.2 for the first time and wondered why all of a sudden Thomas was wake after being attached by Diesel 10's Gold Dust. I felt it fits better with pt.1 so I made a last minute change to the chapters; that and I didn't want to make it look like I'm trying to lure people into reading the next chapter, especially when I've already done a set up like that already back in chapter 7. Something like that will not happen again in future, I'll make sure of it. Moving on though, In This chapter, Thomas and the girls are now extremely close to finding Lady. They have a couple of plans put in place to ensure that they finally find her and reunite Thomas with Lady once again. Hope you enjoy the Chapter and stay tune for more. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 16: Mystic Sprinkles**

It was early in the afternoon at Canterlot High School. The students were eating and spending time with their friends during lunch period. All morning, Thomas and the others kept an eye out for Lady during their morning period classes. Morning classes for Thomas included Visual Arts, Math, and Geography. He and Sunset Shimmer both shared Visual Arts together to his relief. Though Thomas didn't know how to paint, Sunset showed how to easily create art by teaching him a few basics on crafting whatever appears in his head and onto the blank portrait. Once he got down the basics, the two friends had a fun time painting for the rest of the class.

The next two classes went by a lot slower for Thomas. None of his friends were in any of them and he was still unfamiliar with the subject manners, especially math. The only person he seemed to recognized was Trixie during Math class. He tried waving to her at one point but she didn't seem to notice. Other than that, he was on his own. It wasn't until Thomas had already left the room however did Trixie finally see him walking away to his next class. Trixie never got the chance to properly thank him for sharing his muffin with her. Even so, she was still hesitant to go after and tell him this. So instead, Trixie wondered to herself how, besides letting him into the library, would she be able to kindly thank Thomas after acting so mean to him when he was just being very nice. She didn't know how to exchange the same amount of kindness Thomas showed, given how she's never really tried being nice or polite to any of the students at CHS before. Trixie knew there had to be some way for her to show how appreciative she was to Thomas.

* * *

While going through his classes, Thomas still didn't see Lady anywhere. 'Maybe the others were having better luck,' Thomas thought to himself. Everyone met in the band room when lunch time started. The Girls and Spike all collectively greeted Sunset and Thomas as they were the last ones to arrive and made themselves comfortable.

"So, how was sleeping over at Sunset's?" Twilight asked Thomas.

"It was so much fun!" Thomas said. "Sunset introduced me to her pet gecko Ray, then we ate more pizza, and then played a game on this amazing magical box called a video con-soul."

"Yup, Sounds Like A Night At Sunset's Alright!" Pinkie Pie said.

Twilight giggled. She knew what Thomas was talking about, so she didn't have to ask what he meant by a magical game box.

"Not to mention he shared a few details on what Sodor's like," Sunset said.

"Oh! What's it like?" Fluttershy asked, eagerly.

"More beautiful than you can ever picture" She said, smiling at her.

Thomas nodded with approval.

"However, that wasn't the only things that happened yesterday," Sunset grimly. "Do you want the good news or bad news first?"

Thomas looked at her, remembering himself about the Gold Dust. Everyone became worried.

"Bad news please," Fluttershy said disquiet.

"Thomas blacked out again last night," Sunset said, candidly.

The Girls and Spike all gasped. Twilight Sparkle ran over and examined Thomas from head to toe, anxiously making sure there weren't any loose tears or dark shadings on his clothing.

"Are you okay?!" She asked, worrisome.

"Yeah, I feel just fine now," He said, happily.

But Twilight wasn't happy to hear what happened to him at all and continued speculating the events that took place, knowing it was partially her fault that Thomas had blacked out last night. Thomas noticed Twilight's distress and was began worrying for her.

"Are you sure?! How is he alright?!" Twilight locked her arms together. "Ow, I knew this would happen again! Why do I have to be so-"

"Twilight relax," Sunset interrupted, walking over and placing her hands on hers for comfort. "You haven't heard the good news yet. Twilight, your theory actually worked! I used Gold Dust against the Darkness to counteract its effects."

"R-really?" Twilight said, calming down a little.

Thomas chimed in "Yup. Thanks to Sunset, she prevented me from being completely covered in that shadowy stuff."

"Well how bout that" Applejack said, slapping her knee. "Looks like those fancy dancy sparkles really are good fer somethin' after all."

"How long was he out for?" Rainbow Dash asked.

"Only a couple minutes. I grabbed the Sparkles immediately and tried using them on Thomas. It reversed all of the effects, which caused him to wake up and feel better than ever."

"Well, it's a good thing you took the initiative when you did, Sunset," Rarity noted, walking over to Thomas and hugged him tightly. "Otherwise, I can't dare imagine what would've befallen poor Thomas if he was completely consumed by that awful dark magic."

"Nothing good I assure you," Sunset said.

Pinkie Pie cheered and began doing cartwheels around Thomas.

"Yippee! Thomas Is All Better, Thomas Is All Better!" She said, in a sing song voice.

"But I was only able to stop the darkness from hurting him for now," Sunset said solemnly. "It may very well start eating away at him again depending on how much magic Gold Dust Diesel 10 still has."

"So, even after what he did, you still think this Diesel 10 guy is good?" Spike asked.

Before Thomas could crossly explain his defense, Sunset spoke up on his behalf.

"We talked about it right after I stopped the shadow, and yeah, we believe there's maybe a slim chance he can still redeem himself."

"And why in hay would you still think that?" Applejack asked Thomas.

"Because, I kinda sorta told him about my past and now he's even more convinced he can turn over a new leaf," Sunset said.

"You did? Did you tell him everything?" Twilight asked, surprised.

Sunset nodded.

Then, Thomas chimed in. "Sunset told me about the things she did to you and everyone at Canterlot High. If you're all able to forgive her for what she did, then why is Diesel 10 out of the question?"

"Oh, um, it's not that we don't believe he can. It's just, um, well," Fluttershy started, until Rainbow Dash spoke.

"It's only the fact that he tried wiping you out with Gold Dust twice, and not to mention trying to hurt all your friends back in your dimension."

"But I told you, Diesel 10 can be good. I've seen it for myself. He does have a caring side to him and wants to be really useful, I just know it."

"Then why's he so bent on destroying Sodor?" Twilight asked.

"I don't know!" Thomas yelled, in frustration.

The Girls were shocked by his sudden outburst. Thomas realized this and shamefully buried his face in his hands. He didn't like not knowing why Diesel 10 was bad again, or that everyone thinks he's nothing but trouble. Pinkie Pie went up to Thomas and smiled comfortably. She didn't like seeing him upset and wanted to cheer him up.

"I Still Believe He Can Be Good."

"You do, Pinkie?"

"Mhm," she nodded. "You Know What They Say; Innocent Until Proven Super, Duper, Mega Crazy, Over The Top, Power Hungry, Outer Worldly Maniac Out To Destroy Everything, Everyone And All Life As We Know It!"

Thomas looked at everyone panning away or scratching their heads. They weren't sure what to make of Diesel 10. On one hand, he is trying to take over the Magic Railroad. then again, how long has it been since they met a foe the girls couldn't persuade over to the side of good? This boggled them greatly. They didn't want to disappoint their new friend, but everything they're hearing about him is only proving more and more that this kind of villain doesn't seem so easily persuasive.

"I of all people should believe someone like Diesel 10 can be reformed, and I do," Sunset said, reassuringly." Once we find Lady, we'll figure out what to do about him, assuming he hasn't already found her first."

"That's Right! We Still Have To Find Lady Before Splatter Or Dodge do!" Pinkie said, grabbing Thomas' shoulders and shaking him.

"But, how are we suppose to search for her?" Rarity said. "She's not in any of our classes and the only time any of us have seen her is at night,"

"She could be anywhere in the school," Fluttershy said. "That is, if she even decided to come to school at all today."

Then, Twilight thought of something. She pulled out her magic tracker from her backpack and held it for everyone to see.

"I think I might know a way we can reach her."

"Of course!" Sunset said, smiling back at Thomas. "With Twilight's magic tracker, we'll find Lady in no time."

Twilight activates her locket and immediately a gold light begins to blink from one of the pink ridges. She points to the direction it's facing only to have it lead her to Thomas again. He too still had a little bit of Gold Dust left in him. Whenever he was near the magic tracker, it would always go off as indication that the magic's presence is coming from him. The beeping noise grew louder whenever the device pointed directly at him. She tried stepping out of the room to see if it will point somewhere else, but it kept directing back to Thomas.

"Ugh, this won't work," Twilight said, earnestly. "There's too much interference. If we're going to search for Lady with this, we might need to disperse and form a pack."

"I have an idea too," Sunset said, after thinking to herself.

* * *

The plan was to split everyone up into teams again. Spike, Applejack, Pinkie Pie, and Rainbow Dash were pared with Twilight Sparkle to go and search Lady with the magic tracker. Thomas, Fluttershy, Rarity, and Sunset Shimmer were pared to go and talk to Principal Celestia and see if she has any info on anyone resembling Lady, seeing how she's also posing as a student at CHS. When everyone was briefed on the tasks at hand, the two teams disbanded and went off to look for Lady.

Thomas, Sunset, Rarity, and Fluttershy entered the Principal's office and found Celestia sitting on her desk. She was speaking to her Sister, Vice Principal Luna. Luna had long, wavy hair like Celestia, only dark blue and with some light Persian blue highlights. She also had green opal eyes and light, bluish grey skin. Luna wore a purple blouse with a violet belt and white collar a half moon emblem, violet pants and white heeled shoes with purple designs. Both Principal Celestia and Vice Principal Luna over see everything at CHS, much like their pony counterparts that reside and rule in the city of Canterlot from Equestria.

Celestia and Luna stopped talking and noticed the students.

"Why hello, girls. What can we help you with?" Celestia said, happily. "And Thomas, good to see you again. I didn't get a chance to ask how your first day of classes were."

"Oh, they were okay. I'm still having a little trouble keeping up. But other than that, I'm still having fun."

"That's good to hear. And don't worry, we may push our students to be their best, but they always manage to pull through in the end. I see you've already made a few friends too."

"I sure did!"

Both Fluttershy and Rarity wrap their arms around Thomas in approval.

"We were hoping you can help us with something," Sunset said.

"Of course, Sunset. We need an excuse to deviate our current conversation anyways, now don't we," Luna said, glaring at Celestia.

Thomas and the others were confused by the tension. Celestia payed no mind to it though and explained what they were discussing.

"Vice Principal Luna claims that students have been reporting a strange looking man lurking school campus. I personally haven't seen anyone myself. But, I guess just because I can't see them, doesn't rule out the possibility."

"Especially when half the school is catching on to these sightings," Luna commented.

Fluttershy gasped nervously and looked at Thomas.

"You don't think?"

His first instinct assumed the strange man could very well be Diesel 10, but he didn't want to admit it out loud.

"If these sightings continue, we'll need to investigate what they're doing at CHS," Luna said. "Would either of you know anything about this? If so, now's the time to speak up. I don't want some stranger disturbing our students or cause trouble on campus."

Thomas shrugged, refusing to say anything. Luna glared skeptically at him.

"We'll talk more about this later, Vice Principal," Celesita assured. "Let's just hear what they need from us for now."

"Very well," She said. "You may proceed."

"Go on, Thomas," Sunset encouraged.

Thomas stepped forward and stood in front of Celestia's Desk. Thomas explained that he was looking for someone very important to him. He tried describing what Lady's appearance, and why he was searching for her, saying she was a girl that went missing from his homeland and needed to return as soon as possible. Both Celestia and Luna tried following along the best they could, but didn't think of anyone that fits his description. Sunset stepped in and explained that the girl was a new student she gave a tour around school for just a few days ago, and added a more detailed description of her attire and physical features based on the memory she had of her when they last ran into each other.

"Darlings?" Rarity intervened. "Is there a reason we're leaving out the fact that she's also a magical talking engine that keeps both our worlds alive?"

Luna caught on what Rarity said, but Celestia was too busy thinking about who this new student is, then came up with an idea.

"Now that I think of it," Celestia said. "I may know who you're talking about. Luna, fetch the student files. Pull up the recently registered ones."

Luna does so, returning with six student information files packed inside envelopes with their pictures faced on the top right corners; all of which belong to girls who have just started attending CHS. She laid them on Celestia's desk, spreading them out for them to view. Sunset goes to reach for one when Celestia places her hand on top of it.

"Unfortunately, I cannot allow you to read private information on other students."

"Is there any chance we can just see their profile pictures then?" Sunset asked.

"We will show them to you," Luna said.

Luna held up the first folder, revealing the picture of a girl with purple eyes, harlequin skin, red dreadlocks and an orange hat with daisies on it. Thomas leaned in and examined her, then shook his head dismissively. Luna holds up the next set of files to Thomas. One showed a girl with pink eyes, light amberish skin, scarlet curly hair and violet glasses. One also wore glasses, but had dark purple eyes, light yellowish skin, and red amaranth hair with purple and violet highlights. The next one Thomas saw had gold eyes and pale-yellow hair with a pink hat. It was almost a close match, but Thomas shook his head still.

None of these girls seemed to look like Lady. It seemed like she wasn't even registered at CHS at all. Luna then holds up the fifth envelope, revealing a girl with pale yellow skin, golden yellow hair, and sapphire colored eyes. Thomas leaned further in and examined the photo very carefully. Everyone in the room waited in anticipation. He stared at the picture longer than the other ones. His eyes shot wide open.

"That's her!" Thomas said.

Sunset, Fluttershy and Rarity all beamed with joy.

"Excellent!" Celestia smiled. "I'll invite her down and explain everything."

"We did it!" Thomas laughed and cheered. "We're gonna see Lady again!"

He hopped with excitement while the girls joined in and jumped and cheered along with him as well. Feeling overly victorious, Thomas, Sunset, Fluttershy, and Rarity brought each other in for a group hug. Thomas was the most happy and excited out of all. He was about to see Lady again! Sunset Shimmer was just as eager over their victory. She set out to save Thomas' home, and now they were one step closer to achieving this. Given how they were reuniting with Lady, they might as well have already saved the universe just by finding her. All was coming together exactly the way they hopped.

Principal Celestia reaches for the PA speaker and presses the button to announce her request to see Lady.

"Mystic Sprinkles, please report to the Principal's office. I repeat, Mystic Sprinkles, please report to the Principal's office. Thank you."

Everyone stopped dancing and cheering. They shot Celestia and Luna looks of confusion.

"Um, w-who's Mystic Sprinkles?" Rarity asked.

"Isn't she the girl you're looking for?" Luna asked.

Thomas and Sunset exchanged glances, then look back at Principal Celestia.

"But, that isn't her name," Thomas said. "Her name's Lady."

"Hmm, that's not what her profile says," Celestia said, conjectural.

While they all tired figuring out what was going on with the names, Thomas heard the door open, followed by someone stepping into office.

Walking in was a timid teenage girl, holding both her hands and overlapping them together. She had brightly pale yellow skin, sapphire eyes, and long, wavy, golden sparkling hair that bounced elegantly with each step she took. She wore a magenta, Victorian style off shoulder short dress with gold lace trimming on the collar and the long loose sleeves, a dark purple petticoat with shimmering designs, and reddish-purple, knee-high, heeled boots with dark purple lacing. She had her head hung nervously as she slowly stepped further into the office space. Thomas beamed with both relief and astonishment. He thought Lady looked absolutely beautiful. She was already very beautiful as engine, and now she appeared even more breath taking as a person. He couldn't help but feel some sort of strange attraction towards her. Maybe he was just glad to see her again; to see her perfectly safe with no visible sign of harm on her. None the less, after a good ordeal of searching, Thomas had finally found Lady at last.

"You wanted to see me?" she said, delicately.

She then took note of Thomas, Sunset, Fluttershy and Rarity all smiling at her.

"Yes, Mystic. Thomas here tells me you went missing from his home. Apparently, he's been worried sick trying to find you. But, now he's ready to take you back to, uh, where's he from again?" Celestia asked Sunset.

Thomas slowly walked up to Lady. Her head was still slouched down as she looked up at him through strings of hair covering most of her right eye.

"Lady?" Thomas said, blissfully. "I can't believe it's really you!"

"Oh, darling, you do know the Victorian style is out of fashion now, right?" Rarity said, commenting on her dress.

Fluttershy and Sunset looked at her.

"What? Someone had to of noticed," she said, crossing her arm. "We were all thinking it."

Vice Principal Luna skeptically surveyed both Thomas and Lady, feeling there something was off about them, particularly Lady. She remembered Rarity offhandedly mentioning something about Lady being a magical engine and what that meant regarding the both her and Thomas. Though she does dress rather oddly, Mystic Sprinkles looked and so far acted like a normal teenage girl. She can barely picture her being a train engine in human form. Then how could there be anything off about her? And if Mystic was a magical train, did that mean Thomas is also a magical talking train? This was all confusing Luna and eventually her sister too, as she started noticing something off in Lady's mannerisms and behavior as well. Thomas stepped closer to Lady and reached out for a hug. Not knowing what he was doing, she stepped timidly away from him. Thomas was muddled at first. 'Why's she acting so distant?' He thought. Lady pulls the strings of hair away from her face, then spoke.

"I'm sorry, do I know you?"

Thomas was taken aback. "What?"

Sunset Shimmer and the others were also startled by what they heard.

"Lady. I-It's me, Thomas."

She glances over at Celestia and Luna, wondering why they brought her down just to talk to some stranger she barely recognized.

"But, I don't know anyone named Thomas."

Petrified, Thomas stepped away from her in horror. He had no idea what was going on or why she didn't know him. Lady appears to have completely forgotten all about him.

"You don't remember Thomas?" Fluttershy asked.

Lady shook her head, continuing to slouch shamefully. Luna was convinced that maybe Mystic wasn't what she thought she was, seeing as how Mystic Sprinkles doesn't recognize Thomas. Perhaps this wasn't the girl he was looking for, but rather someone else who looked like Lady. Seeing how she's not called Lady, but goes and responds to the name Mystic Sprinkles. Despite what she heard, Luna had to step in and assert the situation.

"Well, Thomas, if she doesn't know who you are, then I'm afraid we can't allow you to take her anywhere."

"What?!" The girls said all at once.

"Um, can I go now?" Lady asked.

"Yes you may, Mystic," Celestia said. "I apologize for any inconvenience."

"It's okay, sort of."

She took a leery glance back at Thomas before proceeding to leave the office.

"You can't do that!" Sunset said, turning to Celestia and Luna. "This world and his will be in serious danger unless she's running the Magic Railroad again."

"What are you talking about, Sunset?" Celestia said, raising her brow.

Sunset looked back at Thomas, frozen still and just staring at the door Lady left through, too horrified to process it all. He had finally found Lady, but she didn't recognize Thomas, like he was nothing but a complete stranger to her. Why did she not remember him or his name? Sunset knew Thomas wasn't in the right state of mind, but seeing him like this made her more than sure that revealing his mission to Principal Celestia and Vic Principal Luna was the only right call to make. And so, Sunset faced them again and told them everything.

"Thomas is actually a talking tank engine from another world. Mystic, I mean Lady, is a magical steam train who runs on her own railway line that protects his world and anything connected to it, including ours."

Celestia and Luna eyed each other confusingly. Sunset then pulls out her locket and opens it to show them the Gold Dust inside.

"This is called Gold Dust. It's what she uses to power the Magic Railroad. But because she's not running it anymore, someone else is using her magic to do terrible things to Thomas and his friends back on the Island of Sodor."

"Island of Sodor?" Luna said.

"Every moment we waste is another step closer for someone or something to take away all her magic, giving them complete control of the railway and freedom to do whatever the magic can grant them, including our world's destruction."

Celestia and Luna gasped. 'So Thomas and Lady are magic trains after all', Luna thought.

"Wait a minute; didn't one of you mention Mystic being a magical train earlier?" Luna asked, looking at Fluttershy and Rarity.

Both Rarity and Fluttershy nodded. Noticeably concerned by her warning, Celestia leaned in to examine the Gold Dust.

"It seems there's been more magic business going on at CHS that we were once again unaware of." She sighed and leaned back against her chair, pinching the bridge of her nose, "And just when I thought we were in the clear for a while after Camp Everfree."

"Oh, this is much more serious than that," Fluttershy said. "A big scary engine called Diesel 10 wants to steal her powers and use them to take over the Magic Railroad."

"We're talking both our worlds falling into utter chaos under the power of a crazed lunatic and some magical genie." Rarity explained. "All so that this Genie character, whose name we still quite haven't figured out yet, can have free range of the Island to spread his magic and cause whatever kind of trouble he has in store!"

Celestia had no idea what half of that was about, but understood the importance of the situation regardless.

"So, does that mean Thomas can take Lady back to Sodor?" Sunset asked.

"I, suppose so?" Celestia said, hesitantly. "Although, she doesn't seem too keen on going anywhere with Thomas for the time being. If you're hoping to bring her back, I suggest looking for ways to jog her memory first. See if you can help her remember Thomas and her responsibilities to the Magic Railroad again."

"That is, if she has any recollections of such," Luna inputted.

"If it's as serious as you girls say it is, then by all means do what you have to. Just not against anyone's will though, okay?"

"Thank you for understanding," Sunset smiled, in relief.

"Well, I guess we shouldn't be too surprised at this point, should we?" Celestia said, smiling at her sister. "Ever since Twilight Sparkle from that pony world visited our school, weird and magical things keep popping up at CHS in the most unexpected ways. Thomas being a tank engine is almost just as if not the most unexpected case I've heard in a while."

Suddenly, Thomas ran out of the room, bursting through the door and stormed out of the Principal's office, presumably going after Lady. The girls called out to him, but he was already long gone. Sunset Shimmer runs out of the room after him. Before Fluttershy and Rarity join her, Principal Celestia stood up from her chair and called them.

"One more thing girls."

The two stopped and looked back at Celestia anxiously.

"Be very careful. I don't know who or what this diesel engine or genie is, but they sound very dangerous. I don't want either of you, especially Thomas, having any harm inflicted on you. The only reason I'm allowing you and the others to handle this is because you all seem to have a better grasp on Magic then Luna and I."

Luna chimed in. "If bringing Mystic to the Magic Railroad before they can find her is all that needs to be done, than do so with extreme caution and care. Unless we need to intervene ourselves, we're leaving this up to Thomas and you girls to return things back to normal."

Fluttershy and Rarity share a glance.

"We will make sure to be extra safe," Fluttershy said, confidently.

"Absolutely," Rarity said, also with confidence. "If there's anything else we're good at besides having excellent taste in fashion, it's solving problems caused by someone misusing magic for their own personal gain. No need to worry about our safety too terribly much, Principal Celestia. We've got this whole expedition on lock down! Come on, Fluttershy, our friends need us!"

The two then rushed out and left the Principal's office, leaving Vice Principal Luna and Celestia to ponder themselves over this sudden magic problem.

"I wonder if this strange man has anything to do with Thomas and Lady," Luna said.

"How so?" Celestia asked.

"They did say a diesel engine and some genie are after her as well. Could he be one of the two?"

"Well, can't say for sure. Though, it does explain why we've been hearing reports of this strange man's appearance right as Mystic Sprinkles started attending CHS."

"Perhaps she really is the lost engine Sunset and the others spoke of."

Celestia thought to herself more on the matter.

"If you insist on looking into his whereabouts, then I won't stop you. But please, do try and be a little discreet." She walked over to a window and glanced outside for any sign of suspicious activity. "We don't want to worry our students anymore than they already are."

"Of course, sister," Luna said. "But if they are related to Thomas in some conceivable matter, we'll have to assert our own authority to insure their safety. I don't care how good they are at controlling magic, I'd much rather see a crisis such as this doesn't stir up before things get out of control."

Principal Celestia hung her head and closed her eyes with worry.

"So, do I, Luna. Let's just hope it doesn't come to that."

Vice Principal Luna joined her sister as they examined the field outside their window, watching students happily hanging out together with not a care in the world. What they were unable to see through their window however, was a man standing beside the Wondercolt Statue as they head inside the portal through the statue's base. Diesel 10 had some more mischievous uses for the Gold Dust he now still possessed.

* * *

 **To Be Continued.**


	18. Chapter 17: Gold Dust Exchange

**After finally finding Lady, things begin to become more complicated for our team. It seems Lady doesn't remember who Thomas is or that she's a magical engine. How will Twilight Sparkle and her team approach Lady when they end up running into her? I'd say for this chapter I am both happy and a smidge disappointed by it. The only reason I am is cause this chapter seems to have less of an identity compared to the others so far that are out. I've been having a hard time trying to find a place for the Diesel 10 behind the scenes subplot that you see here. I didn't want to scrap the whole thing so I knew I had to put it somewhere in the story, which I ended up doing for this chapter. However, the two scenes that take place in this chapter don't really relate that much to one another, making this less identifiable due to completely different events happening in the same chapter. That's just a quirk that I have so unless something like this bothers you just as much, then it's not too big a deal, just me rambling again.**

 **Besides, I'm also happy that we've finally reached one of the many strong points of the story I've been looking forward to writing. Things are starting to get more interesting now, and it's making me all the more excited to start writing up the following chapters after this. Hopefully this is true for some of you as you can expect more to be popping up within the next couple of weeks. Hope you enjoy this chapter and where the story is going so far and stay tune for more. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 17: Gold Dust Exchange**

[ **Yesterday At Canterlot High: Early Afternoon** ]

Splatter & Dodge made sure to meet up with Diesel 10 much earlier than the day before. They had just finished taking one more sweep around the school before making their way over to a fence and awkwardly climbing over it. They stuck close with their back pressed to the building's wall, shimmied across the soccer field, parking lot, and over another fence again until arriving at the east wing of the school's campus; at the darkest corner of the area and the perfect place for someone who isn't suppose to be here to hide. The two looked around for their boss, but didn't seem to find him. They searched over near the darker corner only to see he wasn't there either. Splatter & Dodge sighed in relief. At least they weren't late. They sat around waiting for Diesel 10 to show up, thinking maybe they shouldn't have come so early now that they were sitting on the grass lawn, bored out of their minds. Splatter & Dodge were too afraid of Diesel 10 not to arrive early when demanded. Who knows what he'd do if they showed up late again, especially without the lost engine. Although they didn't find her directly, Splatter & Dodge did find something that morning regarding Lady and were hoping to use it as leeway to avoid getting into any sort of trouble with Diesel 10 again.

Just then, the two heard a noise of clattering fences. They got up rigidly. Both knew that rattling noise meant only one thing, their boss was now here. Diesel 10 stood and hid behind the shadows yet again as he made his way over to where Splatter & Dodge were. The two didn't know where their boss was, who was sticking close to the walls where the shadows meet. Reluctantly, the boys went over to their usual meeting spot and waited to hear a word. The sudden clanking and squeaking of Pinchy's claw and hydraulic piston indicated that he was now indeed standing right in front of them.

"H-h-hi boss!" Splatter stuttered, nervously.

Diesel 10 stayed silent for a long time while Splatter & Dodge stood shaking in anticipation. He faced his back from them and stared blankly at the purple bricked wall in front of him.

"So where is she, Splodge?" he finally spoke.

Splatter & Dodge stared at each other then back at their boss, whatever they could see of him at least.

"W-well, she's definitely in the school, Boss," Splatter started.  
"That's right, in the school, by herself, wondering about like some lost soul."  
"Yeah a lost soul, that's lost, and soulless."  
"She's not soulless."  
"Well, she could be."  
"But she's not."

"What is the Lost Engine still doing inside the school instead of being here, in my grasp?"

"Uh, well, yes. See, there's a perfectly reasonable explanation for this,"  
"We can't get close to her," Dodge interrupted.  
"Dodge!"  
"Every time we do she just disappears. We've only ever been able to corner her at night."  
Splatter sighed. "It's true, Boss. And when we do, she gives off a bright light that blinds us and just runs away,"

Suddenly, they heard Pinchy slamming against the building's wall; and out of know where a purple brick came flying out of the shadows and nearly struck Splatter & Dodge before they quickly ducked down to evade it. Pinchy began punching the walls more and more, breaking off the structure and throwing bricks out as Diesel 10 growls in frustration.

"I ALMOST HAD HIM!" Diesel 10 yelled. "That little Blue Puffball would've been done for had these stupid Sparkles not run out on me, and right as I had him and most of those steamies nearly erased from existence!"

Splatter & Dodge shivered, too frightened to say anything. He turned to them with eyes glaring back angrily through the darkness.

"And NOW, you're telling me that you can't catch the Lost Steamie because she's too 'quick' for you?!"

"We're sorry, boss" Splatter said. "We tried to catch."

"Sorry?! You think apologizing's gonna get me closer to taking all the magic I need to destroy those wretched steamies on that puny Island?"

Diesel 10 was fuming. It was hard to tell from Splatter & Dodge's perspective what was going through his thoughts. He then tried to compose himself a bit before going on.

"So, you haven't found the Lost Steamie, even though she's inside this building behind us, right now, at this very moment. And on top of that, I don't have anymore Sparkles left to put Puffball's light out! Are you sure you're not trying to waste my time, Splodge?"

Splatter & Dodge shook their heads fearfully.

Just then, with one step forward, Diesel 10 stepped out of the shadows, revealing himself entirely exposed to the little glimmers of light shimmering down on him. His appearance was much different from Thomas, Splatter and Dodge's. While they appeared as high school students, Diesel 10 was much older, old enough to be a faculty member. He had brown, layered, shoulder-length hair, hazel eyes, and tan colored skin. He wore a long, ochre trench jacket with tan stripes along the sides, a brown button up shirt, black trousers, black boots with red designing, and black leather gloves. The trench jacket had a split streaming all the way down from the mid back portion allowing room for Pinchy, who was attached to a harness coupled onto his back, to hide underneath when not needed and to seamlessly slither out and position itself beside Diesel 10's left or right side. He was dead panned in the face as he slowly crept up to Splatter & Dodge backing away from him timidly.

"I told you what would happen, Splodge, if you didn't bring me the Lost Steamie. Time to have our little talk about what it means to be a really useless engine, and what they deserve for not following simple instructions!"

Pinchy leaped out of Diesel 10's jacket and snapped their sharp, jagged teeth at Splatter and Dodge. He laughed amusingly at the two boys quivering in fear. Acting quickly before things escalated, Splatter then nervously pulled out a glass jar and held it in front of Diesel 10. Eager to teach them a lesson, he saw what was inside the jar then stopped in place, along with Pinchy, waiting to strike at any moment.

"What's this?" He leaned down and examined it closely.

"M-m-more Gold Dust," Splatter said.

Diesel 10 made a double take at his two henchmen and at the jar curiously.

"We found them inside the building, in some music room where the Blue Puffball's new friends were."

Splatter's shaking arms caused some of the Sparkles inside the jar to activate a bit with each rattle.

"They just left it behind without any care in the world," Dodge said, trying to remain calm. "We saw the opportunity, and so we took it from them."

Splatter & Dodge could see Diesel 10 starting to relax a little. He scratched his chin while eyeing the jar of Sparkles. The two boys shut their eyes, anticipating the worst.

"I see," Diesel 10 said, then arched up right with arms behind his back.

Splatter & Dodge nervously peaked to see his reaction, still holding out the jar of Gold Dust. Pinchy grabbed the jar out of Splatter's hands. Diesel 10 examined the Sparkles a few more seconds, before Pinchy begins to shake the glass jar and activating the Sparkles from within. Shaking it to the point were every single spec was vibrating brightly, Pinchy's jaw shrieked as it's teeth squeezed against the jar tightly until the glass began to crack. The whole jar was then crushed under Pinchy's grip, shattering it into tiny little shards and pieces. The Gold Dust fell inside it's claw and the sound of distorted wind chimes went crazy as the Sparkles began clinging the entire mechanical arm. It slithered all the way down the arm to its harness, then onto Diesel 10 himself. He examined both his palms as they were being covered in shiny gold sparkles, reaching his now enclosed fist. With the Sparkles radiating off every surface of his body, Diesel 10 lets out a crazed, maniacal laughter while staring up at the sky and feeling their power surge through him once again. Sparkling illuminations twinkle brightly off Diesel 10 and lit up the dim area they were stood in. Splatter & Dodge alarmingly felt the ground beneath them rumble and shake, realizing how much power their boss now had. Diesel 10 laughed until the sparkling lights eventually disappear and no more Gold Dust shinned off of his being.

Watching the Gold Dust settle, Diesel 10 hid his arms behind his back again and grinned at Splatter & Dodge. The two just stood frozen and waited for what he had to say next.

"You're lucky, Splodge, that I'm allowing your incompetence to slide this much." Diesel 10 took in a breath then exhaled. "Like I have to always remind you that I was the one who saved you two from scrap, had you fixed up, took you back in with an open claw, and gave you a purpose to be really useful again both to myself and my cause."

"But, didn't that genie guy do most of that," Splatter asked.

Dodge nudged Splatter's arm, indicating him to stop talking. Diesel 10 noticeably fumed, but continued making his point while trying to remain calm. He didn't want to waste all of his newly returned power on his only two henchmen.

"The fact that I'm willing to put up with you're bubbling failures that go against my generous forethought to bring you both back in service just shows how much more tolerable I am than before. You, wouldn't want the old Diesel 10 to go back and do things the old fashion way, would you, Splodge?" He asked, leaning in menacingly.

Splatter & Dodge were to afraid to respond, but the fear in their eyes was enough for Diesel 10 to know that they understood. He smirked.

"I'll tell you what, this discovery is gonna really help further my plans a lot. You two should be proud of yourselves for once. And, because I'm feeling nice today, I'll give you two a second chance. So, come back next time with the Lost Steamie, or don't come back at all!"

He then laughed maniacally again. Splatter & Dodge sheepishly grinned while nodding their head vigorously.

"Unless I need to come up with a plan to draw her out myself, I don't want to see neither of you without the Lost Engine in my sights again. And don't let that Blue Puffball know you're here either! Make sure he doesn't get anywhere near close to finding her or my entire plan will backfire. Got it!?"

They nodded again before running off down the field towards the parking lot. Diesel 10 took a second to feel the Gold Dust's power within him before walking away himself.

"A little magic there, and a little magic here. Magic here magic there magic everywhere," he sung to himself, making his way over to the courtyard.

He stood in front of the east side of the Wondercolt stature and stared at the portal he now frequently goes through when surging with Gold Dust. Diesel 10 was about to head inside the portal that'll take him to the Magic Railroad. Smiling devilishly to himself, he thought about what he was going to do now that he had power again and what engines he wanted to test his magic on. Which engines were in his mind deserving of a little dark shredding? Thomas was his main target, but seeing how he has more Sparkles flowing through him than he did starting out, Diesel 10 thought of a few more he'd like to use his Gold Dust on. Some that are sure to make an impact on Sir Topham Hatt and his Railway.

"I never did like that other blue puffball with the number two on his tender."

* * *

[ **Present Day: Canterlot High School Hallways: Early Afternoon** ]

Twilight Sparkle, Rainbow Dash, Applejack and Pinkie Pie pared up to look for Lady using Twilight's magic tracker. They searched all around the hallways of CHS, following wherever the locket pointed them towards. At one point, they were hot on her trail when the device started blinking repeatedly, only to end up losing the source soon after chasing it for a while. The Girls found themselves on the second floor near the corridors that led to the Library entrance after searching the whole school top to bottom. The beeping began to slow down a bit as they were now much further from where the tracker was pointing, with the gold light dimly diminishing into nothing.

"Ugh, this is pointless," Rainbow Dash said, impatiently. "Are you sure that magic tracker's actually tracking magic? We've been walking around in circles for half an hour and we're nowhere near close to finding Lady."

"Either this Girl's somehow all over the place." Spike said, "or there's a ton of Gold Dust remnants just laying around everywhere in the school."

"That's it, Spike!" Twilight said. "Thomas said Lady left behind a trail of Gold Dust when she vanished last time. Maybe if we can find a pile of Gold Dust laying around, we can use that as a starting point to tracking her down."

"You sure none of ya'll wanna go and check to see if this Mystic Sprinkles gal is the magic engine we're looking for?" Applejack asked, commenting on the P.A. announcement they heard a while back.

"Don't Be Ridiculous, AJ" Pinkie Pie said. "We're Not Looking For Someone Named Mystic Sprinkles, We're Looking for A Magical Talking Train Engine From Another World Named Lady!"

"But what if Lady changed her name so she can blend in with the other students at CHS?" Rainbow Dash asked.

"It does make sense, in a way" Spike started. "She could be going undercover so that Diesel 10 doesn't find her. Plus, whoever met a girl named Lady before? A name like that just sounds too out of place if you're trying to hide yourself."

"Not to mention a little bit on the nose with the naming choice, dontcha think?" Applejack said, tapping her own.

"Noses Don't Come Up With Names, Silly, Your Brain Does!" Pinkie said.

"I'm sure if that was her, we have heard back from the others by now," Twilight said, checking her phone for any updates. "Still nothing. Any of you got a text or call yet?"

The Girls checked their phones for any texts or calls from the other team speaking with Principal Celestia in her office. They also heard nothing back.

"Let's just stick to this plan for now then met up with the others if we don't find anything," Twilight instructed.

Then, her magic tracker began blinking a gold light again. The beeping noise grew louder and louder in tune with the flashing light as the source it was picking up was much closer than previously. The Girls all gazed towards the direction the gold light pointed and saw a golden-haired girl walking down the hallway that led to the Library. They all knew the magic tracker was definitely not acting out of any had to be who they're looking for; this girl was Lady. Sharing a few glances to one another, the Girls and Spike then run over to the corner wall by the corridor. One by one, Spike, Twilight, Applejack, Rainbow Dash, and Pinkie Pie all poke out from behind the wall to watch Lady approach the doors. They hid back behind the wall right as Lady looks down the direction she came, wondering what the loud beeping sound was until Twilight quickly turns the device off. Spending a few seconds questioning the noise, Lady then entered through the Library's doors. Twilight and the others walked over to the entrance and peered into the room. Lady headed to one of the tables and takes a seat, her head rested on her hands while her elbows placed on the table.

"Is it her?" Spike asked.

Twilight looks at her locket and turns it back on. The beeping and gold light flash immediately, facing the interior of the Library. They examined the light and peered inside again. Lady appeared to look like how Thomas described her; fitting most of if not all of the told description about her appearance. Twilight designed her device to effectively trace any abnormal anomalies regardless of their different sources or origin, and this girl is definitely giving off a magic frequency the locket was now going berserk over.

"It's her," she confirmed. "I'll text the others and tell them to meet us by the Library."

Spike, Rainbow Dash and Applejack look to Twilight while Pinkie Pie was still peeking inside the room and noticed Lady looking very upset about something.

"So, what do we do in the meantime?" Rainbow Dash asked.

"We'll stay close by and keep Lady in our sights until Thomas gets back to us," Twilight said. "Before you know it, we'll have the two will be reunited again, and see to it that she's back on the Magic Railroad in no time before anyone can say, where's Pinkie Pie?!"

The Girls all noticed Pinkie was no longer with them until they looked inside the Library to see if she was going to do what they think she's doing.

"Goldurn It!" Applejack exclaimed.

* * *

In Canterlot High School's Library, Lady, or Mystic Sprinkles as she's known, sat down with her head leaning on her hands. Her encounter with the blue boy she met in the Principal's office was very odd in deed. She kept thinking about him, repeating everything she heard about him knowing who Mystic is and that she needed to come back to her home. Home to where? Where was her home? How did this boy know her, and why did it appear so important that she'd leave with him? More oddly, why did he keep calling her Lady? She didn't know why or what that was about and decided to stop over thinking it, chalking it up as just some misunderstanding.

For as long as she could remember, Mystic Sprinkles had no idea why she was even attending CHS. She remembered the first day upon her arrival. Mystic didn't know where she was or what to do. She explored the City a little, but soon found herself at CHS as that was the only place she seemed to be drawn to as far as she remembered. Next thing she knew, Mystic was given a tour around the building by a nice girl who showed her and all the other new students the local classrooms and recreational areas. All she knew was that she was a Wondercolt student who didn't exactly fit in with other students. Everyone here seemed very different, odd is a word she chose to describe the people. Although from their perspective, she was the odd one; the one who stood out weirdly due to her naive perspectives, which unfortunately left her on her own as Mystic Sprinkle had a hard time making friends with anyone at CHS. She felt, different, which is why she now acted so timid around others; fearing their criticism of her and knowing full well that something is definitely off about herself. She didn't like being alone, even though she had no recollection or feeling of what it's like to have friends, the state of isolation wasn't a good feeling at all. But there was nothing she could do to change that feeling, as far as she's able to figure out, or concern herself with ever presently.

Feeling a brush of wind breeze by her, Mystic saw to her left a piece of paper laying on the desk suddenly flapping up into the air out of nowhere then floating back down onto the floor. Not knowing what caused such an updraft, she then turned to her right and nearly jumped out of her seat as Pinkie Pie sat right beside her. She smiled at Mystic with a friendly grin.

"Hi, I'm Pinkie Pie" She said, reaching for a handshake.

"Um, Hello."

Mystic was confused. She had never seen this girl before. Why was she introducing herself to her? She noticed Pinkie's hand reached out towards her but didn't know why it was there. Mystic kept looking at Pinkie Pie, who never changed her friendly expression. Did this girl want something from her? Mystic forced herself to smile at the girl, still not knowing what to do. Pinkie looked at her hand then back at Mystic's confused expression.

"Ops, My Bad. See, You Have To Shake A Person's Hand After Meeting Someone New!"

"I do? Why's that?"

Pinkie looked at her hand, confusingly. "You Know What, I Have No Idea Why. Whenever People Introduce Themselves, They Do So By Saying Their Names And Offering To Shake Each Others Hands!"

"That's, weird."

"So?"

"So why do people do it?"

Pinkie shrugged, "Eh, It's Common Courtesy. Everybody Does It!"

"Everybody?"

She looks at Pinkie's hand then reluctantly reaches out hers to shake Pinkie's. Using the wrong arm, Mystic grabbed hold of her hand as Pinkie proceeds to energetically shake hers by wiggling her arm rapidly. Mystic recovered and tried introducing herself.

"I-I'm,"

"I Know Who You Are," Pinkie Interrupts. "You're Thomas' Friend!"

"Thomas? You mean that weird blue boy?"

"Yup, That's The One! He's Here At Canterlot High Right Now To Bring You Back Home To The Island Of Sodor."

"So, that's what that was all about back in the office? Thomas thinks I need to go with him to his home land?"

"Well, Not Just His Home On A Railway Line Filled With Talking Trains And Vehicles From Another World Completely Different To Our Own, But To A Magical Railway That Keeps Us All Energized And Standing On All Of Our Tinny Winnie Toesies!" Pinkie smiled, placing her foot on the table.

Mystic stared at Pinkie Pie and smiled meekly. She chuckled quietly to herself, a little disturbed by Pinkie's bizarre accusations.

"You uh, you don't say?" She got up immediately, wanting to get as far away from Pinkie as possible. "Um, I think I better get going. Classes start soon and I don't wanna be late for them, again."

She then tried to walk away from Pinkie Pie, who got up really quick and zoomed right in front of her, placing her hands on Mystic's shoulders and preventing her from leaving.

"But, You Can't Go! You Need To Go Back To Sodor Before A Mean Old Diesel Engine With A Big Scary Claw And A Magical Genie Steal All Of Your Gold Dust And Use Them To Take Over The Magic Railroad, Which Will Destroy And Put An End To Everything On Sodor And This World As We Know It!"

"Please let go of me," Mystic said, nervously.

Just then, the Library doors open and in walks Twilight Sparkle, Spike, Rainbow Dash and Applejack.

"Pinkie Pie, what do you think yer doing?" Applejack asked.

"We're not suppose to approach her yet," Twilight said.

A voice shushes at them in the background, telling them to be quiet.

"What Do You Mean? I Was Just Telling Lady About Her Super Duper Important Role As Guardian And Keeper Of The Magic Gold Dust That She Can Magically Generate To Power Both Our Worlds By Running On Her Own Magical Railway Line!"

Mystic couldn't comprehend what was going on and tried backing away from Pinkie Pie, who was now preoccupied with her friends. Rainbow Dash caught up to her though and tried to introduce herself.

"You'll have to forgive her. She can get a bit carried away when she's hyperactive. Nice to finally meet you, Lady," She offered her hand to Mystic.

"Why do you people keep calling me that?!"

Someone was heard shushing them again.

"Isn't that you're name, Lady?" Spike asked, trotting over to her.

"Did that dog just talk?!" Mystic pointed, freaking out even more.

"Seriously?" Spike said with eyes half lidded. "You're suppose to be a magical train. How does a talking dog keep freaking you engines out?"

"No! I'm not a train! I'm not magical!"

Mystic gripped her head to try and flush out all of the nonsense being heard. The Girls were all worried and confused by her behavior.

"Everything alright, Lady?" Applejack asked.

"Alright, that's enough" said a voice.

It was Miss Cheerilee, a faculty member and head librarian. She walked over to the Girls and sternly placed both hands on her hips.

"If you're not going to be quiet, then you'll just have to leave the Library."

* * *

Everyone left the Library while Mystic continued panicking around the Girls and wishing to get away from them.

"Lady, what's wrong?" Twilight Sparkle asked.

"My name, is not, Lady! It's Mystic Sprinkles!"

"Told ya'll" Applejack said.

"It's okay, Lady." Rainbow Dash said. "We're friends with Thomas. You don't have to pretend you're a different person around us."

"We've been helpin' him search fer you so you can get back to the Magic Railroad," Applejack said.

"Magic Railroad? Talking trains? What are you saying?! What does that boy want from me?"

The Girls and Spike all look at each other. Why does Lady not remember Thomas or being a magic engine for that matter? And why is she so convince her name is Mystic Sprinkle?

"So, you don't know who Thomas is?" Twilight asked.

Before Mystic could answer they heard a voice coming from down the hall.

"There you are," Sunset Shimmer called out.

Her, Rarity, Fluttershy, and Thomas rejoined everyone by the Library entrance. Thomas ran up to Mystic, still frenzied by the situation as she kept clutching her head. She started freaking out more eternally when Thomas approached next to her.

"Lady, What's gotten into you?" Thomas asked. "Why are you acting so weird?"

"Oh, I don't know, maybe the fact that everyone keeps calling me Lady, or the fact that this pink girl says I'm a talking train who keeps this world alive with magic, or the fact that a dog just spoke to me!"

"Of course that's what sets her off," Spike commented to himself.

"Lady, calm down. You're safe now. Everything's going to be alright." Thomas smiled, but Mystic wasn't having it.

"That's, not, my, name!"

"Yes, it is." He said with conviction. "Your name is Lady, a beautiful, magical steam engine who keeps our worlds balanced in harmony."

Mystic looks at Thomas. "You think I'm, beautiful?"

Thomas blushed. Whatever he meant to say, he didn't mean for it to come off as how she interpreted it.

"Um..."

"Well, uh, I don't care. You're just talking nonsense, all of you are! I'm not what you say I am." Mystic said, starting to feel frustrated.

"Please, Lady!" Thomas begged. "If we don't get you back to the Magic Railroad before Diesel 10 finds you, a lot of bad things are going to happen to all of my friends, both on Sodor and at Canterlot High."

Mystic Sprinkles glared at Thomas, having enough of this confrontation. But despite not believing his claims, Mystic began doubting her own.

"You can't make me go anywhere. My name is Mystic Sprinkles, and I am a... I'm a..."

She wanted to say she was a student of CHS, but couldn't bring herself to do so for some reason. Looking back meekly at Thomas and the Girls, Mystic then frowned and stomped pass Thomas.

"I'm leaving!"

"But, Lady?!" Thomas followed after her.

But it was no use. Mystic said nothing and continued storming off in a fuss, choosing to ignore him despite how legitimate he appeared and continued walking away. All of the accusations she's been hearing so far have been nothing but ridiculous rambles and nonsensical claims. Then why does it sound more conceivable than her current predicament? Perhaps this was all just a practical joke these students were playing on her because of how different she is, and they wanted to convince Mystic she really was a magic train because they enjoyed teasing her for acting and appearing differently from them, knowing she'd be naive enough to almost fall for their tricks. So, she continued to storm off irritably,

"Wait!" Thomas grabbed Mystics arm to stop her.

Suddenly, a series of flashing lights begin to spark off of Thomas' hand as he kept holding onto Mystic's arm. A gleaming gold aurora then manifested all around Thomas and covered him from head to toe in a golden, sparkly magical aura of light. Mystic tried to break away from his grasp, but Thomas found he couldn't let go of her either. Both of them had no idea what was going on as they tried separating from each other with little progress. Whatever was happening to them was too powerful for either to make it stop.

"Let go!"

"I can't!"

The Girls all watched in shock as the golden aura slid down from Thomas' arm and over onto Mystic's, covering her entire being with the sparkling lights as well. Sunset, Twilight and the others went over and tired prying his hand off of her arm, finding out he really couldn't just let go willingly. They pulled and pried, the gold aura about halfway spreading all over every inch of Mystic Sprinkles. The magical aura began lifting Mystic off the group, levitating her mid-air. Her glittering, golden hair waved profusely, her being gave off a blinding light, and her eyes closed shut as she wished for this craziness to stop. Finally, as Thomas tried with all his might to let himself go, his grip on Mystic Sprinkles finally releases as he and the Girls all fall to the floor. Bracing for impact, Mystic fell back on the floor too and laid dazed and staggered. Nobody knew what was going on when they got up and remained seated on the floor. Everyone looked at Thomas, wondering what that was all about then over at Lady. She was struggling to get up and shook tensely while trying to support herself on her arms. Side sitting on the floor, she looks around her surroundings confusingly.

"Where am I?" Mystic asked, fearfully glaring at Thomas, "What did you do to me?"

"I don't know. I'm not sure that was my doing" Thomas tried to explain.

Applejack and Fluttershy went over to help Mystic up on her feet. Mystic pulled away from them soon after she was back standing up.

"Keep away from me! All of you Just, leave me alone!"

She ran away down the hall, trying to hold back her tears. Everyone worryingly watched Lady run off down the hallway. After all this searching they finally found her, but it seemed now she was more out of reach then ever before.

"Well, that could've gone a lot better," Spike said.

Thomas was at a lost for words. He just sat on the floor, subdued by the whole experience while everyone got up again. What happened to Lady? What that caused her to lose her memory of him and the Magic Railroad? More importantly, what was it that caused the two of them to generate the golden aura? So many questions flooded everyone's mind as they now faced a much bigger problem on their hands. Finding Lady was done and taken care of. Now they must convince her to return to the Island. How where they going to go about it is unknown, but they had to find someway to help her remember who she is, and return her safely back to the Magic Railroad before Diesel 10 can get a hold of her. And seeing as how she appears to have no memory of anyone, Lady was now in more danger than she could ever be.

* * *

 **To Be Continued.**


	19. Chapter 18: How The Moon Must Feel

**In this chapter we're delving more deeply into Lady's time at Canterlot High and where she fits in with the strange world she's so unfamiliar with.** **After thinking it over, I decided to put in another singing sequence. I really felt that this singing portion was much needed to further grasp Lady's mindset of her thoughts and experiences so far prior to meeting Thomas. I shouldn't worry if people don't like song lyrics put into the story and just have them in regardless because the feed back I received originally over the last songs seemed pretty favorable; So I want to try and continue that streak as much as I can. Although other than a few songs playing in the back ground, no actual character in the scene is singing, that will be it for now in terms of song portions. If I think of another song I'd like to add or that will benefit the story, I will do so!**

 **I'm trying to be careful in terms of Copyright though, and I'm not entirely sure how much trouble I will get, if I do, for having this song featured. I know for a fact that this and the Island song probably wouldn't slide on FimFiction, which I also have the story posted on, so I may have to cut out the lyrics or not post this chapter over there at all. As with Fanfiction, I'm not sure how this will play out. Hopefully by adding the credits to the original song and distribution owners at the end will keep me in the clear. Who knows. So just in case if for some reason this chapter is no longer available or my account is deactivated without warning, that'll be the likely reason why. Again, hopefully it doesn't come to that.**

 **I'm not going to worry about what people like or don't like anymore and just post what I want to my story. That's why I started this to begin with after all, to write a story I wanted to see in a crossover between these two franchises and share them with everyone else. I'm always happy to take suggestions and willing to listen to criticisms sure, but at the end of the day I should be able to write how I want my story to play out. Anyways, hope you like the chapter and stay tuned for more. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 18: How The Moon Must Feel**

[ **Yesterday Night at Canterlot High School** ]

Not much goes on in the evening during closing hours at CHS. All the students and staff have gone home for the day, the night janitor had just finish cleaning up and headed home as well, leaving the entire building empty. That is, it would be like that. Now there is someone who occupies the school when the lights go out at night. This someone was Mystic Sprinkles, a student of Canterlot High School who doesn't seem to fit in or relate to anyone. Though it wasn't her fault for being the way she is, the world she believes to live in felt alien and unlike anything she can comprehend.

For some reason, Mystic Sprinkles couldn't remember who she was or how she even ended up in the city of Canterlot. The first thing she remembered on why she's here was from a couple of days ago, when she woke up randomly one day lying down in a grassy lawn near the parking lot. Mystic awoke and found she had no memory of herself, her name, or home. She was lying on a pile of shiny gold sprinkles that chimed majestically whenever they were picked up or brushed about. A boy named Flash Sentry notices her laying on the ground. He calls out to her, but before he could find out who she is, Mystic frighteningly got up and ran away, tripping over herself a few times and hiding behind a big red truck. Flash stopped and sees the pile of Gold Dust laying on the ground. Crouching down and picking some up in his hand, he looked over to the direction the girl ran down and back at the Gold Dust. It was then that she over hears the boy ask what these mystical sprinkles she was laying on were. Not knowing what her real name is and after hearing some of the strange names people have here, she decided to go by Mystic Sprinkles; which resulted from when she eventually ended up registering to at Canterlot High, seeing as how that seemed to be the only thing she could really do at this time.

But with nowhere else to go, Mystic Sprinkles spends her nights wondering around the hallways of the now empty school building, having difficulties remembering if she even had a home to go to in this place she knew very little about; she even has trouble remembering the night she spent her yesterday. Only vague images of a boy in blue where what kept popping up whenever she tried recalling the other night.

* * *

Although she has trouble remembering the night before, the day she just had was one Mystic couldn't stop thinking about. It was her first full day as a Wondercolt student, that's what some of the other students at the school like to refer themselves as. She spent all day going to her classes not knowing any of the subject matters but was able to pick up a few details to get a good enough idea on what this place is like. She didn't know anything about the world she lived in. All of these strange terms, forms of speech, technology, and general surroundings seemed off to her. And the people who take part in or embrace them were even more so. However, Mystic didn't feel like it was her place to judge; looking exactly like everyone else in terms of appearance, minus the clothing she wore, it appeared she was the odd one out of the bunch who didn't know what they were talking about. This become more prominent when Mystic tried to make friends on her second day at CHS. She walks down the vacant hallways thinking about her attempts to fit in.

It was early in morning at Canterlot High, Mystic walks up to a group of students all texting on their phones oblivious to the girl who now stood blissfully in front of them, then raising her eyebrow bemused over the weird little devices beeping away as they tapped and typed on their phones. One of the girls looks up and notices Mystic smiling when she saw one of them were now paying attention to her. The girl had green short hair, amber eyes and pale-yellow skin. Her appearance, along with the others, were dressed in punk rock style outfits with spiked belts, fingerless gloves, some plaid clothing, and other kinds of unique hairstyling.

"Um, Hi?" the girl said

"H-hello" Mystic said kindly.

"Can we help you?"

The other teens look up at her too.

"What's that you're doing?" She asks pointing at their phones.

"Uh, texting?" the girl said.

"Oh. Neat!" she beamed. "What's that?"

The girl scoffed amusingly, "You don't know what texting is?"

"Well, no. But I'd like to know." She nodded eagerly.

"You'd have to have a phone first in order to text" A boy mocked.

"Oh, right. Where might I find one of those?"

All of the students then started laughing at Mystic Sprinkles. Confused by what's so funny, she tried to smile along with them not really getting why they're laughing.

"So, can we be friends then? You'll help me find a phone now, right?" Mystic asked naively.

The green haired girl jeered, "As if, why don't you get lost."

"Seems like she already is" one girl said.

She continues laughing along with her friends as they walk away from Mystic feeling disheartened by their rudeness, bowing her head down embarrassingly. She runs into more teens who also mock her for asking simple but oblivious questions, even going as far as commenting rudely on her choice for fashion, not knowing that's the only outfit she knows how to wear. Mystic Sprinkles was either teased, ignored, or unnoticed by almost everyone she ran into in the hallways. It seemed not a single student at this school wanted to be her friend, or at the very least help guide her along. She even tried finding the girl who gave her a tour of Canterlot but she was nowhere to be found. The rest of her day went by miserably. It got to the point where Mystic began struggling through the last half of classes she had for the day, finding it difficult to motivate herself to show up on time or pay attention when she's present.

* * *

Back in the dark gloomy hallways, Mystic's stomach curdled up remembering the way everyone seemed to treat her. Seeing as how everyone else here was friends with each other, Mystic couldn't grasp how it was even possible for anyone to become friends at this school. Was she really that different from the rest? Was her not knowing anything about the way things work here the reason she wasn't making friends with anyone? It made her feel awful. It really _must_ be because she was so different. She didn't know how to make friends. Mystic knew, even if she didn't have the words to describe it yet, was lonely. While walking down a flight of stairs to the first floor, she found a window facing the courtyard and looked outside through it, leaning her hands on the plain glass gingerly and sighing heavily to herself.

Mystic Sprinkles had no idea why she was even at this school. She had no memory of where she's from or even who she is. Canterlot High was the only place for her to go, literally. She had no home, no friends, she wanted to leave but couldn't. The group of teens she talked to earlier were right, she _Is_ lost. Is this what it feels like, Mystic thought herself remembering what they said to her. She somberly looks up and sees the moon glowing brightly with the twinkling stars so bright. At leas the moon had friends to shine with him. He wasn't so lonely himself. After the day she had and the many questions boggle within her, Mystic needed to let off some steam.

 **Mystic Sprinkles:** "I know how the moon must feel."

"Looking down from the night sky. Smiling at the silly things, we put ourselves through."

"Missing magic each day, and not seeing the wonder."

"That's how, the moon, must feel."

 _[Mystic walks down the stairs reaching the first floor, side stepping, occasionally waving her arms around down the corridors.]_

"I know how the moon must feel,"

"Starry eyed and contented. Everything is beautiful, as the world should be."

"Far away from it all. Never needing to worry,"

"That's how, the, moon, must feel."

 _[She reaches the main lobby of the school standing in the middle centre of the arena. Glimmers of moonlight shine through the main entrance and a little bit thought eh cafeteria doors, illuminating the spot Mystic stood cheering herself up the more she sang; finding comfort in the moon's bright shiny glow that lit up the surface around her.]_

"From up there our worries must seem very small. Maybe that is why he wears a smile."

"I'm sure he knows if there is more to life."

"Wish I could be him for a while."

 _[Mystic heads towards the doors, stepping outside onto the courtyard. Leaving the door half way open, she proceeds to the center of campus standing by the wondercolt statue and staring up at the moon radiant as even now that she can see it in all of it's beauty.]_

"I know how the moon must feel, when he sees someone's happy"

"That's the feeling I too have, cause I don't know how."

"Searching for the answers, finding a place in this world."

"That's how, the, moon, must feel."

 _[Just then, Mystic began to glow a golden aura of magical energy surrounding her entirely. She didn't know why or what this was, but they made her feel happy and safe. She began levitating off the ground. Scared at first, Mystic sensed she wasn't in any danger being encompassed by this mystical aura and smiled when she realized when she wanted to stop floating as she thought about it, the magical aura lowered her back down a little closer to the ground. Then she thought about floating about a foots length above the base of the Wondercolt Statue. The gold light does so, lifting her higher up, twirling her about majestically until her feet meet the top base. As she was now giving off a very brightly blinding luminescence, Mystic could feel the power surging through out her being. It was such a wonderful feeling, filling her with joy again regardless of the random radiance she was blindingly giving off.]_

"I'm sure he knows if there is more to life."

"Wish I could be him for a while!"

 _[Closing her arms together, hair beautifully waving in the wind, she now happily stares up at the moon and the stars, which were unable to compete with the glimmering source of gold brilliance Mystic Sprinkles was now producing. It didn't matter what she was feeling minutes ago, so long as she continued to smile now, that's all she needed.]_

"I know how the moon must feel, and I can't say I blame him."

"Smiling at the silly things, we put ourselves through."

"Never taking our time, always running in circles."

"That's how, the moon, must feeeellllll."

* * *

Floating back down to the ground, Mystic Sprinkles couldn't stop glowing. No matter how hard she wanted it to stop. She didn't know how to turn it off. The light wouldn't dimmer at all and it seemed to only get brighter. Mystic ran back inside the school worried someone might see her, which would be extremely hard not to given how the blinding light gleamed so bright it can be seen from an over head of Canterlot City in it's entirety. As soon as she walked in, a man came jumping out through a portal coming from the west side of the Wondercolt Statue. It was Diesel 10. He was on all fours breathing profusely, not just from exhaustion, but also from a recent fit of rage.

After receiving Gold Dust from his two henchmen, Splatter & Dodge, Diesel 10 went back inside the Magic Railroad through the portal coming from the statue to use them on Thomas and a few of his friends back on Sodor, one of them being Edward. Though despite having a good grasp on Gold Dust, Diesel 10 had a hard time utilizing it fully. Every time he tried using the sparkles on one of the engines it seemed to never finish its process. Instead of tearing them away completely, the dark shading would only do half damage then just abruptly stop overcasting them. When trying to use his magic on Thomas again, someone or something deliberately prevented him from doing any harm on him this time.

He stood up on his knees and held out his palms in front of him. Specs of Gold Dust were glistening off his palms. Diesel 10 grew extremely cross. He still had more than enough to wipe out Thomas. But If he had plenty of magic to overcast him with the same dark shading, then why didn't it work this time? Why did it all of a sudden reject his notion to tear away his being, leaving him nothing but a lifeless shell of his former self? More importantly, what was it that stopped him in the first place? Not knowing it was really Sunset Shimmer, who quickly used a small collection of Gold Dust she carried on her to heal Thomas back to health, Diesel 10 angrily slammed his fist on the ground aggressively, growling to himself. Whatever he thought it was, it may also be the reason his use of Gold Dust is not working properly on the other engines as well.

"WHY, WON'T, YOU, WORK, FOR, MEEE!" He yelled.

Preoccupied, Pinchy all of a sudden sensed something coming from the school. It started yanking on Diesel 10, jerking towards the entrance clamping its clawed mouth releasing sparks and smoke exhausting out.

"What?!" Diesel 10 yelled.

Just then from within the school by the entrance, Diesel 10 saw what appeared to be a bright golden light gleaning inside the building. He glared at the light entranced by it's wonderous golden glow before it finally disappeared slowly vanishing away. Smiling maliciously to himself, Diesel 10 got up as was about to head towards the entrance when he heard ruffling fences and voices calling out to him.

"Boss!"  
"Hey Boss!"  
"Over here!"  
"By The Fence!"

It was Splatter & Dodge near the far-right corner of the school by the fences. The two noticed their boss heading toward the locked doors of the school entrance. Splatter was already half way over the fence alternating between where he wanted to drop down, while Dodge stayed on the other side in the soccer field. Diesel 10 annoyingly glared at them.

"We've found the lost engine!" Dodge shouted.  
"She's inside the building!"  
"Get on over here, there's a way to get in through the back!"

Going back to his malevolent little grin, Diesel 10 struts over and joins his two henchmen.

* * *

Mystic Sparkle still couldn't stop giving of the gold light, which continued to shine so bright that anyone wouldn't make out that behind that blinding glow as a girl scared and confused by her enigmatic abilities. Why was this happening to her? Where did this magical gold lighting even come from all of a sudden? She tired with all her will power to force the light to dim down with little result. Mystic then gasped, startled by a voice she heard coming from down the hall.

"Hello lost engine! Remember me?" Said the menacing voice.

She turned around and saw who was calling out to her. It was Diesel 10 along with Splatter & Dodge all shielding themselves from Mystics bright gold light. Diesel 10 chuckled sinisterly. He finally found the lost engine.

"I don't think she remembers us boss" said Splatter.  
"Wat? How could she not?" asked Dodge.  
"I mean Look at her, she's not rattling in fear or running away from us."  
"So?"  
"So then why isn't she," Splatter shivered imitating what Lady looks like when scared.  
"Well I wouldn't know because I can't see her!"

"Shut up Splodge" Diesel 10 said casually.

Although he too noticed Lady wasn't running away from them as well. He saw the opportunity and took advantage of it while the chance was still there for the taking.

"Hello" Diesel 10 tried to say warmly, walking up to her slowly.

"Who, who are you?" Mystic asked.

"Don't worry. I'm a friend."

"You are?" Dodge said. Splatter nudged his arm.

"You are?" Mystic couldn't get a good look at the man through the light. All she could make out was a tall figure with long hair and a jacket blocking the light from his eyes with his arm.

"Yes" he smiled through the beams. "You see, I've been looking everywhere for you. You have something of mine that belongs to me, something you took without my permission."

"I did?"

"That's Right. You stole my magic. Magic that's most precious to me more than anything else."

She didn't know what the stranger was talking about. What kind of magic could she have stolen from him? Mystic couldn't remember and wondered if maybe the man was telling the truth, seeing as how she has no memory of stealing any such thing. Was it the sparkling glitter she woke up on and used just a few minutes ago the magic he was talking about?

"What kind of friend does that to another? I trusted you with this powerful magic, and you took advantage of it and ran away without giving it back."

Hearing everything the man said made Mystic Sprinkles feel awful. Did she really steal these magic sparkles from him? How could she do such a thing? More importantly, why would she? It didn't sound like her to be accused of taking someone else's property.

"I'm so sorry" she said arms locked wistfully. "I didn't mean to, did I?"

"Oh, but you did. You betrayed me, and now it's time to pay the price" Diesel 10 said trying to subdue Mystic enough to get closer to her.

She felt deep inside for any inclination or impulse to steal magic but nothing or none came to her. More still, she didn't feel any genuine guilt. Either she was as bad as the man said he is seeing as how Mystic doesn't feel bad about it, or she didn't feel any such implications because she never did steal from him at all. Diesel 10 stepped further closer into the light, until he was standing right in front of Mystic with her head down shamefully. She gingerly looks up and sees Diesel 10 intimidatingly staring down at her, able to see her clear as day without the light blinding him too much. Her heart began racing nervously seeing the man in all his wholeness. Mystic didn't know why, but some kind of instinct told her deep within that the face this man bore was not friendly at all. All doubts she had about whether she stole from him didn't seem to matter now all of a sudden. If anything, this man was trying to steal the mysterious magic from her. Magic that doesn't belong to him.

Diesel 10 grinned. "It's time I finally take the magic Gold Dust from you."

A terrible shriek startles Mystic as Pinchy jumps out of Diesel 10's jacket and chomps the air high above spitting out sparks and fumes of thick black smoke. She steps back fearfully watching Diesel 10 chuckling while Pinchy slowly glides over to Mystic, taking one gaping chomp of the air in front of her. Terrified, Mystic Sprinkles turns the other direction and sprints away. As the light leaves with her, Diesel 10, Splatter & Dodge were back to being blinded by the light. Knowing the jig is up, they watch the light and its source pacing down the hall swiftly.

"Splodge, come and destroy!" He smiled as she chased after her.

* * *

Not wanting to disobey him, Splatter & Dodge follow him down the corridor after the lost engine. Mystic ran as fast as she could, making turns down other hallways trying to evade them. But her brightly glowing light gave herself away, making it difficult to lose them. She looked behind every so often to see them still following her. Diesel 10 laughs manically whenever he got close or had to chase her down another hallway, clearly enjoying this run a little too much. Splatter & Dodge tried to keep up but couldn't keep looking at the blinding light which ended up causing them to either trip over a few times on the floor, run straight into a wall or two, a few garbage bins launching themselves into it, or even colliding into each other. The two boys eventually catch up and return in pursue of Mystic Sprinkle along side Diesel 10.

The chase finally ended as Mystic found herself corned against a wall with no other direction to go. Panting fearfully, she turns around and sees Diesel 10 approaching her slowly. His silhouette merging closer to her through the light.

"You're mine now steamie!"

She heard his dreadful chuckle and Pinchy's hydraulic piston squeaking with excitement as it peered through the light munching the space between her and it. Scared half to death, Mystic shielded her eyes burring her face underneath her hands, wishing with all her might to escape this moment. She wanted to disappear way from the scary man and his nightmarish claw eager to chomp away at her. Just then the golden light began shining brighter and brighter, so much so that Diesel 10 had to stop in his place, unable to see through the ray beams anymore. Her entire body glowed copiously to the point where she couldn't see her own hands waving past her face through pure white ambience. She had no idea what was happening, but she was willing to cling on anything that could get her out of this situation before something worse happens. Rattling wind chimes go berserk while Mystic was now covered in golden illuminants. The next thing anyone knew before a loud prosperous blasting noise echo's all around, the light begins to quickly dim down, and Mystic Sprinkles was no longer standing where she stood. As the light was now completely cleared away, Diesel 10, Splatter & Dodged leaned over and as she has in deed vanished into thin air.

"W-what?" Diesel 10 said perplexedly clutching his head.

He dropped down onto his knees angrily. "But, I-I was so close!"

Everyone then heard wind chimes sparkling near by them. Eagerly alerted, Diesel 10 looked around to see where the noise came from until he looked down and saw a pile of Gold Dust lying on the floor where Lady stood. He stared at the pile for a good while furious over letting the lost engine get away from him, until the Gold Dust she left behind reinvigorated Diesel 10 of his master plan. Smiling ever so devilishly, he brushed his arms over the large pile of Gold Dust, bringing them all together in one giant mountain of a pile invigorated by the wide-ranging wind chimes sounds. He began to laugh frantically, realizing he now had more Gold Dust to do with whatever he wanted. This is what his plan was after, to take away all of Lady's magic. One by one she was continuously dropping them all over where ever she went, meaning that her being away this long from the Magic Railroad must be what's causing her to lose her sparkles. Now that he knew this and how to corner Lady the next time he needed to unless he's really desperate, Diesel 10 had more than one way of obtaining Gold Dust from her. Though not as fun to him as letting Pinchy strip her of her power, he was overjoyed to be holding sums and sums of Gold Dust streaming down out of his palms as Diesel 10 picks them up in both hands; watching them fall out onto the floor and repeating the same process again and again. Splatter & Dodge just watch awkwardly as their boss playfully fools around with the Sparkles. Nothing else matter to him anymore at the moment. A half amount of Lady's magic, was now in his possession.

* * *

 **To Be Continued.**

* * *

 **Music/Lyrics Used: "I Know How The Moon Must Feel" From Thomas & The Magic Railroad.**

 **Composers: Dayna Manning (Original Singer), Hummie Mann & Don Black (Writers)**

 **Copyright** **Ownership: Destination Films, 2000** **Unforscene Music Ltd. / Nettwerk Productions,** **HiT Entertainment** **™,** **Mattel, Inc.**


	20. Chapter 19: Sodor Search Party

**We got a long one this time! Which means something important or a turning point will take place. That, and I didn't want to split this into a two parter again so if the length bothers you I apologize. The Steam Team have been assigned to look for Thomas who up and disappeared from the Island. Will Percy reveal to them where he actually is? And how do the engines hope to find Thomas and solve the 'mystery' behind the recent accidents that have been plaguing Sodor?**

 **Other than one other narrative choice later on and a secret reveal in the process, this will likely be the chapter that'll either make or break your interests in continuing further. Some may not be a fan of where I'm taking this story next, others may be curious to see what I do with this set up. Keep in mind for those of you who don't like where the story is going, this is my take on what I like to see in a T &EG crossover. I planned to have this happen from the very start of the series. For those that are excited and are still reading, you'll be in for a treat! I'm just warning you all now if you do plan to continue reading (which I'd still like to see of course!). So take that with what you will, or just ignore me if what I'm saying is not at all what you're planning on doing (lol). Either way, hope you enjoy the chapter, as this is one portion of the story I was super excited for, and stay tuned for more. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 19: Sodor Search Party**

Things were not going so well on the Island of Sodor. There have been reports of engines crashing into each other, going off the tracks, and ending up missing. One of the more recent crashes involved James and Edward pulling a long Express train. Edward started feeling dizzy and was not in control of his actions. He came off the rails and ran straight into a tree, nearly taking James and the passengers off with him. James couldn't continue due to the heavy load of coaches filled with passengers still attached to his tender. The two engines were stranded for a while; James wouldn't leave Edward behind and waited until Oliver showed up with Rocky. As work was being done to get Edward loaded onto Rocky, James came up with an idea. He'd uncouple some of the coaches and had the passengers move into the remaining five that he can pull to the next station. That way, he can get the job done and everyone to their destination. The plan worked as all the passengers moved into the first five coaches, the remaining ones were left uncoupled, and James took off with out any struggle. He promised Edward, now loaded onto Rocky and ready to be taken to the Steamworks, that he'll make sure their passengers make it to Knapford safely and on time. Making up for lost time, James managed to get all of his passengers to Knapford.

* * *

Early morning the next day, the Engines at Tidmouth Sheds were awoke to see Edward arrived back and steaming into his berth. He was cleaned and touched up after his accident yesterday. Edward reassured a concerned James that he was feeling a lot better than he was before his crash. He then asked James if he was able to get all the passengers to the station, to which James happily confirmed so, then vainly went on about how it was all his doing. Regardless, Edward was grateful that James managed to get the job done. Just then, Sir Topham Hatt rolled up in his car and got out, and walked over to meet the Engines.

"Hello everyone," he said, solemnly.

The Engines noticed something was bothering Sir Topham Hatt.

"What's the matter, Sir?" Emily asked.

Sir Topham Hat grabbed the collar of his suit. He was very upset to have to tell them all the bad news he had.

"It would seem there have been too many accidents on Sodor since we started doing the Job switch. I've been giving it a lot of thought, and, maybe some of you were not made to do certain jobs."

The Engines looked somber.

"All I wanted was to offer something different and exciting for doing such a fantastic job running this Railway. I suppose it was too much for some, and now everything's in complete disarray. Which is why to ensue the safety of everyone and all my engines, effective immediately, I will be ending the summer job switches."

Everyone gasped dejectedly. Sir Topham Hatt took off his hat and examined it, then looked back at his engines.

"I'm terribly sorry about this. I know how much you were all looking forward to a new summer, but I can't risk anyone getting hurt or causing even more damage to the Railway. I was just as excited to treat my engines with some variety for a change, but perhaps all the commotion going on was just a sign saying it was a bad idea."

Percy was the most wretched out of all, especially knowing he had a pretty good idea of what's really going on. It wasn't just engines unable to do a certain task, the sudden accidents around Sodor must also be a result of the magic Gold Dust. It's apparent that Mr. Conductor wasn't the only one being affected by the Sparkles. Because Lady's Railway and the Gold Dust keeps everything on Sodor in harmony, the corruption in her magic is likely the main culprit for the all the chaos.

The only reason he didn't tell Sir Topham Hatt about the Sparkles or Thomas' journey into the Magic Railroad, however, was because Percy knew he'd tried to stop Thomas from fixing the problem out of fear for his safety. Sir Topham Hatt would much rather see his engines safe than send them off into unknown territories and put themselves in serious trouble. Though with engines crashing and chaos spreading across Sodor, Percy was feeling worse about keeping Thomas' journey from Sir Topham Hatt and his friends.

"By the way, Percy" Sir Topham Hatt asked, putting his hat back on.

Percy flinched.

"Have you seen Duck by any chance? Nobody's seen him since the night you two took the Flying Kipper. Do you know where he is?"

The night before, Percy asked Duck if he could help him with a job Sir Topham Hatt had for them. Happily agreeing, Duck joined Percy at Brendam Docks where it was revealed they would be pulling the Flying Kipper. They did so with each pulling their own load to make it less difficult and avoid carrying a longer train all at once. At one point, the two engines split up and went in different directions so as to deliver the fish a lot quicker. However, Percy didn't hear back from Duck after completing his delivery. They never met up on the Mainland, despite being told Duck completing his delivery, or back on their way to Sodor. It was very strange indeed.

"Um, no, Sir. I don't. We went down different lines to get to Vicarstown a lot quicker. He might've gone east of Wellsworth."

"Wellsworth eh," Sir said, thinking to himself. "Oh, this is not good at all. First Thomas and now Duck has gone and disappeared too."

"It seems like engines keep disappearing whenever they're around you, Percy" James remarked.

"Why do you say that, James?"

"Well, Thomas is gone now. And you were the last one who saw him."

"Wasn't Toby with Thomas as well?" Emily asked.

Sir Topham Hatt pondered for a bit before speaking again.

"Hmm. Perhaps Toby would know where he is then. Very well, I will assign a Sodor Search Party. Percy, James, Gordon and Edward. I want you, Henry and Toby to seek out our missing engines. I'll also be sure to send word to the Sodor Search & Rescue Centre and have them send Harold to provide a bird's eye view."

"But, what about our jobs, Sir?" Gordon asked.

"I'll have to find engines to take your place in the meantime. Even though we're not switching jobs anymore, it seems like we're stuck doing so until everything's back to the way they should be."

"Wait," Emily realized. "What about me?"

"You'll need to pull Annie & Clarabel on Thomas' Branchline for today, Emily."

Emily was disappointed. "But, I wanna help look for Thomas too."

"I know, Emily. Perhaps tomorrow you can. But right now, I need every engine capable to keep things running smoothly and on time. I am positive you'll do just that," He smiled.

She glanced away in disappointment.

"The team I've selected will have today to search for them. After which, I will assign a new group while you return to doing the same regular jobs as scheduled tomorrow. Now, you all have your assigned duty?"

The four engines agreed.

"Right then. Good luck to all of you. Report back to me before this evening. And most importantly, be safe."

Sir Topham Hatt then left Tidmouth Sheds. At that moment, Henry rolled up onto the turntable. He was pale in the face, rattling and shaking from boiler to buffers. He was turned around and went to park himself in his shed. The Engines noticed Henry was very skittish and wondered what was going on with him. A sudden toll of a bell ranged as Toby pulled up next to Henry, nearly jumping out of his pistons by the unexpected dinging.

"Oh, sorry, Henry. Didn't mean to startle ya. Say, what's gotten into you this time?"

Henry could barely mutter a word. He was always a bit of a worrier, easily concerned about the smallest things that in reality aren't really consequential to his safety. But what he saw on his way to Tidmouth troubled him more than even rainfalls.

"Henry? Is everything alright?" Edward asked.

"N-no," He said, nervously.

"Ugh, out with-it, Henry," Gordon said, rolling his eyes. "We have to get started on our new job. Sir Topham Hatt asked us to search for Thomas & Duck. They're both missing."

"D-d-d-duck? Duck!"

"Yes. Duck and Thomas."

"You haven't seen him by any chance, have you Henry?" Percy asked.

Toby wasn't fully caught up to speed. "When did Duck go missing?"

"Not missing, Toby. Found!" Henry exasperated.

* * *

[ **Earlier This Morning: Wellsworth** ]

It wasn't just derailments and crashes that were causing confusion and delay for Sir Topham Hatt's railway. Thomas has disappeared, and now reports of Duck, the great western pannier tank engine, not showing up to his duties stirred up even more intervals. Last evening, Henry was pulling a long load of diesel fuel over from the Mainland back to the Island of Sodor. It was a long journey home, so Henry didn't arrive until it was close to dawn. Normally he'd be pulling the Flying Kipper around that time, but other engines were tasked with the job instead. The day before it was Percy and Duck who pulled the Flying Kipper.

When Henry rolled down the line, he spotted something odd. A goods train of boxvans were parked by a siding. He slowed himself down as he recognized what the load was for. It was The Flying Kipper. 'But what was the Flying Kipper doing here', Henry thought. It wasn't the full load either. A few boxvans were missing, making this a much smaller train of fish wagons. Henry puffed up curiously but gingerly, eventually catching eye of the engine pulling it. The engine was a GWR 5700 Class type of a 0-6-0PT configuration. There were tiny strips of dry paint hanging off and blowing in the wind. Its whole livery was shredded off with nothing left to show but the metal surfaces. Rust covered most of the entire engine from boiler to funnel, and to the cab with it's missing roof. Upon further inspection, both their side rods were off and laid on the ballast also rotting away. They were contorted from their chassis, causing them to tilt to the side. Henry started getting nervous. He didn't recognize the engine at first. There was nothing identifiable about them in terms of livery or their basis.

He got closer in front of the engine. Then he recognized their shape.

"Duck? Is that you?" Henry asked.

Duck didn't respond. His buffers and couplings were rusted away. The tip of his funnel was missing a good chunk of it's top half, and his lantern was no where to be seen. As the sun rose in the distance, the rays shined down revealing Duck's face. Henry gasped in horror. Instead of seeing Ducks' face, there was just a plain smokebox rusting away with everything else on him. It's like there was no sign of Duck anywhere left on this engine. Whimpering uncontrollably, Henry screamed and chuffed away in a hurry. He sped down the line, leaving behind the faceless engine, an engine who was Duck just yesterday. The last chip of dry paint baring the number eight flew off the engine and drifted away in the wind.

* * *

[ **Back At Tidmouth Sheds.** ]

Everyone was in shock. How did Duck end up in the state he's in now?

"He must have been turned into a Husk," Edward said.

"What's a Husk?" Percy asked, fearfully.

"A Husk is a left-over shell from something that used to be surrounded by it. Just like when you peel an orange, or when a butterfly leaves its cocoon. It's whatever's left over. In Ducks case, it sounds like he's now absent from his body; leaving behind what would be just a plain old engine."

"Oh, dear. How could this have happened?" James said, dismally. "You don't think Thomas ended up becoming one too? What if we all become Husks?!"

Henry whimpered at the thought. Neither of the engines liked what they heard either.

"I'm too big and important to be turned into left over orange peelings," Gordon boasted.

"Percy?" Toby asked. "Do you think the Gold Dust is what's causing all this?"

"Gold Dust?" Emily asked, curiously. "What's that?"

"And what does it have to do with any of this?" Edward asked.

Percy didn't like being put on the spot. Everything was spirally out of control all because he didn't want Thomas to get into trouble. Hearing about Duck and the accidents on Sodor, Percy knew he couldn't keep this to himself anymore. He explained everything to the other engines; About Mr. Conductor, the buffers, the magic Gold Dust causing things to go haywire, and Thomas heading into the Magic Railroad to find Lady, before Diesel 10 steals her powers and use them to destroy everyone on Sodor.

"Percy!" Toby said, crossly. "You were supposed to tell Sir Topham Hatt about the Magic Railroad."

Percy stared downcast at the tracks with shame.

"So, it was actually Gold Dust that caused my accident?" Edward said.

"And Thomas has gone in to check on Lady to see what's wrong with her magic," Emily said. "I have to agree with Toby, you probably should've told Sir Topham Hatt, Percy."

"Otherwise we'd still get to keep switching jobs," James complained.

"Not our main concern right now, James," She said.

"I know, but," Percy was nervous. "Sir Topham Hatt would've tried to stop Thomas from going in and search for Lady."

"Why would Sir Topham Hatt not allow him to if he knew our accidents were caused by Gold Dust?" Edward asked. "Even if he tried, Thomas is already in the Magic Railroad, very likely in some other world by this point I imagine."

"Well," Emily thought, "Thomas has been given a very dangerous job. There's no way Sir would let him go if he knew what Thomas was doing, especially with Diesel 10 involved."

"I should've known that no good Diesel 10 never left Sodor," Gordon boomed. "That rumor of him hiding at the Dieselworks was true after all."

"But now he's somewhere in the Magic Railroad," James said, grimly. "Where Thomas is! He really is in serious danger."

"And he hasn't come back yet," Henry said. "Which could mean anything! He could've gotten lost while searching for her, or run out of coal or water, or fallen off the tracks, or ran into Diesel 10, or"

Percy interrupted, unable to listen to him go on about the many risky scenarios.

"Okay, okay, Henry. I think we get it."

"Didn't you call us all silly when we brought up that rumor before?" James asked Gordon.

"I don't recall," he fibbed.

"What matters right now is that we need to find Thomas and make sure he's alright," Percy said.

"I think not," Gordon said. "What we need is to tell Sir Topham Hatt and have him solve the issue. We know where Thomas is, so there's no need to actually search for him."

"Do we know where he is exactly in the Magic Railroad?" Henry asked.

"There's no time," Percy insisted. "If he's not back yet, then maybe something must've actually gone wrong."

"This is ridiculous," Gordon said. "Why on earth Thomas agreed to take on this Job in the first place is beyond me. He's hardly capable of such a task. If anything, Mr. Conductor should've asked a bigger engine like me to find Lady."

"I agree," James said. "In fact, I should've been asked to go into the Magic Railroad, not Thomas."

"Thomas is the only one who's been in the Magic Railroad though," Henry said. "It makes sense to send in an engine who knows the tracks better than any of us."

"Then what makes you think we'll have any luck if none of us have been there?" Gordon argued. "That's why we should leave this up to Sir. He'll know what to do."

"Didn't you say you'd look for him yourself, Gordon?" Edward asked, toying with his ego.

"I know I did," James said, proudly. "This is clearly a job for a splendid red engine like myself to undertake! You all can hang back and wait while I bring Thomas home, spic and span, and not a moment too soon!"

James was about to puff onto the turntable until he stopped himself. He then backed up into his berth and sheepishly looked over at Percy.

"Say uh, you wouldn't know the quickest way to the Magic Buffers, do you, Percy?" He grinned.

Percy rolled his eyes. "I know where the buffers are. Unfortunately. I can take you all there if we do decide to go. Unless, you'd much rather tell Sir Topham Hatt instead? But if we do, then none of us will likely be able to help Thomas."

All the Engines went silent, thinking about what the right decision to make is.

"Please. He's my best friend. Ask yourselves this. If it were me, or any one of us, would Thomas go in the Magic Railroad and search for you?"

The Engines all looked at Percy then at each other with shamed faces. They all had their own answers, but they also knew Percy had a point. No matter who it was, Thomas was always there for all the engines who found themselves in predicaments they couldn't get out themselves at one point. That's just the type of engine Thomas is. He'd go though any length to make sure they weren't in any danger, because it speaks true to how brave of a tank engine he is, and they all knew this to be true.

"Percy's right," Emily said. "Thomas would go into the Magic Railroad for any of us."

"I know I may not always be brave enough to do anything," Henry admitted. "But one of my friends is in danger. And saving them is more important than worrying about the inevitable. With everyone's help, I think we should all go in the Magic Railroad and look for Thomas together."

"Me too, Henry, I agree with all of that," Percy smiled. "So, who's with me?!"

Toby, Edward and Henry agreed. James and Gordon eventually caved in and agreed as well. Though Gordon boasted about going in himself, he was much rather committed to letting Sir Topham Hatt find a better solution. But if the other engines were on board with going to the Magic Railroad, he saw it as an opportunity to prove that their decision may not have been a good one. And if all ends up going well for them, then he'd try to take charge in leading the search party. Regardless of which direction they take, this was a job for a big engine, and Gordon saw this fitting to his liking. Now that they all had a plan, The Sodor Search Party was in full effect.

"Then its settled. It's off to the Magic Railroad!" Percy exclaimed.

"Emily, can you please tell Sir Topham Hatt where we're going and what's happening to the Island?" Toby asked. "Make sure he knows everything about the Magic Railroad and Thomas' special mission from Mr. Conductor."

"No way. I don't care what Sir says, I'm going with you. Thomas is my friend too, and I wanna make sure he gets home safe."

"He will, Emily," Toby said, warmly. "We'll make sure of it!"

"This isn't fair," Emily pouted. "I never get to do anything exciting with anyone. It doesn't make sense why I'm rarely ever involved with whatever you all end up doing."

"But, Emily," Edward stated. "That's not true at all."

"You were literally in the Railway Show. You can't get more involved than that," Gordon said.

"But you get to go and travel on the Magic Railroad. I care about Thomas too you know; I'm just as worried about what might've happened to him and I can't stand the idea of my friends being in danger." Emily sighed, "It's times like these where I feel I'm not even apart of this steam team; like I'm just there, but I'm not included."

"Emily?" James looked concerned.

Emily said nothing. Instead, she proceeded back into her berth miserably. The other engines were upset for Emily, but knew they already had plenty of enginee. They knew she'll be able to let Sir Topham Hatt know about their mission and the cause of all of the accidents on Sodor. Everyone tried cheering themselves up, knowing they were in good hands with Emily. Whatever happens on their journey, she will be able to help them out and contribute.

* * *

After stocking up on coal and water, The Engines arrived at the Magic Buffers. They were lined up behind one another on the siding, a few distances from the Buffers. The Engines were lined up as such. Percy at the front, James was behind him, then Henry, Gordon, Edward, and Toby at the back.

"Don't worry, Thomas. We're coming for you!" Percy tried to sound brave, despite how frightened he actually was.

"I still think this is ridiculous." Gordon protested. "How will we know where he is once we're inside?"

"He could be at Muffle Mountain," Percy guessed. "I think that's where Lady hid last time Diesel 10 was after her."

"And what happens when we run into _him_ along the way?" Gordon let off steam loudly, "Ugh, I knew this wasn't going to go well at all."

"Says the engine claiming he can find Lady on his own," James said, "When obviously I'm the more capable of all of us fit to do this job."

"Would you two stop it already," Toby demanded.

"Can we also not mention Diesel 10 being in there again please?" Henry said, anxiously.

Percy was busy trying to pluck courage to charge inside the Magic Buffers, but he was unsure if they were even still activated or not. Who knew if Thomas's earlier presence still allowed for the portal to remain open again for all the others? Then, he and the others heard the sound of rotating propellers spinning rapidly off from the distance. They grew increasingly louder as it got close and surrounded the area while blowing wind onto the ground. All the engines gazed up, knowing very well who it was as they saw the big, white, whirly bird himself in the sky. It was Harold The Helicopter. He hovered above the groupe and looked down at the Engines.

"Hello chaps!" He smiled. "No sign of Thomas yet, eh?"

"Hello, Harold," Percy said. "We know where Thomas is. He's inside the Magic Railroad"

"Oh, is he?"

Harold shifted over to look at the buffers then back at Percy. It was almost hard to hear anyone through the loud, spinning propellers.

"We're going inside to search for him," Percy explained. "He went to find Lady because she's gone missing, and now her magic is causing all sorts of chaos on Sodor due to her not running the Magic Railroad."

"Sounds serious. Makes a lot of sense why there's been so many accidents as of late! Say, does Sir Topham Hatt know about this, about where you're all going?"

Percy guiltily darted away.

James chimed in "We've told Emily everything, Harold. We don't know how long the search will take us. So, if anything does happen, at least this way she'll notify Sir Topham Hatt, and he'll know what to do from there."

Henry then remembered poor Duck. "Harold, Duck is sitting on a siding close by Wellsworth. Can you go look for him and make sure he's brought to the Steamworks?"

"And don't be too alarmed when you see him," Edward imputed. "You see, Duck has been turned into a Husk."

"A Husk?" Harold raised a brow. "What's that suppose to mean?"

"You'll know when you see him" Toby said, grimly.

"Hmm. Right! I'll fly over and do just that. You all be careful now. I don't know what it's like in there, but it sounds risky. Look out for one another," Harold the Helicopter then hovered back into the air, "and bring Thomas home!"

Flying away proudly, the engines watched Harold buzz off back into the sky until is propellers can no longer be heard.

"I'm starting to think being told to be careful is just as bad luck as being around Percy" James noted.

Percy nearly grew cross but said nothing to humor him. Instead he took a long, deep breath to shake off his qualms.

"Whenever you're ready Percy," Edward informed. "We're right behind you"

He looked towards the Buffers in all of it's mossy, rusty, untouched glory. If the portal didn't open, it was very likely he'd end up coming off the rails after colliding into them. James waited impatiently for Percy to get a move on. Trying really hard not to think about anything that could go wrong, Percy then puffed down the tracks while building up a lot of Speed. James and the others watched as the golden portal spirals open. Closing his eyes shut, Percy passes though the Buffers and into the Magic Railroad, disappearing out of thin air. It was James' turn next. Reluctant but suborn enough to prove everyone he wasn't even the sliest bit apprehensive, James charged onward and sped straight threw the spherical portal. Although James was better at hiding his apprehension, Henry was not, as he remained parked in front of the other, too nervous to go in.

Gordon grinned. "What's the matter Henry? Too big of a scaredy engine, are we?"

Henry gulped. Determined to prove Gordon wrong, he switched from being scared to building up all the bravery he can show and chuffed down the track. Waiting anxiously for the portal to appear, Henry started to scream, not knowing if it will open for him when nothing seemed to happen yet. Right before the portal finally does, it finally appears lets him into the Magic Railroad. Gordon smugly went after; confident in his speed as he charged down the line and chuffed though the portal with ease. Edward then went after until Toby was the last one left.

Toby wasn't sure if he was fast enough to go through. He noticed everyone had to puff quickly in order to get in. He backed away from the Buffers further and further, only to question himself and doubt if he'll pass though or not. What if he can't?

There were many things Toby loved about being a tram engine but it wasn't without it's limitations, and speed was not his strong suit. Being a tram engine doesn't exactly mean he's built for charging down the tracks at high speed. Maybe the others would be better off without my help, Toby thought. What contributions can he hope to accomplish in their search? He's too old for this kind of adventuring anyways.

Before making up his mind to leave, Toby stopped himself and looked back at the Magic Buffers. 'Why not give it a try at least', he thought to himself. If it doesn't work, then it doesn't work. He'd be more useful making sure the Island is running smoothly should this happen, but at least it was worth a try, if not for the sake of Thomas and his friends. Now entirely determined, Toby sharply eyed the Magic Buffers and begins cuffing towards them. It was a slow start, but Toby knew he wasn't going to go any faster if he stopped now. He was pretty far away, which gave him plenty of time to build up to his max speed. Bracing for impact, he heard the sound of whistles whooshing by and a golden light pierce through his eyelids. Before he knew it, Toby opened his eyes and found himself, along with the others, riding down the dim dark tracks of the now indistinct Magic Railroad.

* * *

The engines puffed on through the thick, pitch-black ambiance and tunnel of thorny vines surrounding every corner of the tracks. There wasn't much to see beyond the direction of the tracks due to the hindrance of the sharp thorns poking out of every corner. They all chuffed slowly down the line, taking in the decimation Railroad. This was everyone's first time in the Magic Railroad. Percy and Henry were nervous as to why there were vines surrounding the track. James and Gordon were mostly unimpressed, believing there was more to the Magic Railroad from the stories they heard. Edward and Toby were in the same boat as Percy and Henry, though they seemed a bit more focused and determined to seek out Thomas and already well aware of the Railroad's condition.

"Okay. We're in the Magic Railroad now. What do we do from here?" James asked Percy.

"I guess we'll just follow these tracks and see where they take us" he said, uneasily. "Maybe this one will lead us to Shining Time Station?

"Will it thought?"

"I don't know. Why are you asking me?"

"If there are more tracks on this line," Henry said, "what happens when we find one going down a different direction?"

"Why would there be other tracks here?" James asked. "Isn't this the path that connects us to Shining Time and Sodor?"

Henry chimed in again. "When I was being repaired over at Crewe Locomotive Works, the workmen there often told stories about the Magic Railroad. They said that if the Railroad is what bridges us from Shining Time to Sodor, then there must be other places this line can connect to as well. The train tracks Lady can magically create must be linked to other worlds far beyond our own."

"I suppose if Shining Time and Sodor ended up being linked together somehow," Toby said, "it sounds about right that she'd be able to make more tracks that lead to other places."

"Wait, don't tell me there are actually worlds other than Mr. Conductor's this railway can go to?" Gordon said, frustratingly.

Percy was beginning to stress out a bit. He didn't have all the answers and only knew whatever Thomas told him. Even so, there wasn't enough detail to really explain what capabilities the Magic Railway has.

"That's what Lady told Thomas apparently."

Gordon wheesht sternly. "Great! Thomas is lost in some other world and we've no idea where. We're basically stuck searching for a needle in a hay stack."

"I wouldn't say that necessarily." Edward said, unsure.

"But it is. If he's not in Shining Time or Muffle Mountain, he's off some other place we don't know about! And I highly doubt the first world we visit is likely where we'll end up finding him."

"I'm sure there aren't that many tracks. Let's just follow this one and see where it goes."

"This is going to take forever!" James protested. "We'll never find Thomas in this mess."

Percy was beginning to question going into the Magic Railroad. Perhaps this wasn't such a good idea, especially convincing everyone to go in with him. The Engines weren't sure where they were going. What if they do end up in another world but can't branch off any further beyond the limited tracks they can travel on. Anything wrong could spring out of nowhere and cause all sorts of trouble. Scared and confused, Percy continued leading the search party down the track. It was difficult to see what was a head. The Railroad line was pitch black with only a few glimmers of midnight blue shining through creases of the thorny tunnel. The light then glowed brighter and brighter as they puffed further down the track. The path was still dim; only becoming a bit clearer as Percy and most of the other engines can finally see their surroundings a bit.

Percy stopped in his place, followed by the others behind him one by one. They came upon railway switches, one leading to the left and one to the right.

"Now where do we go?" James complained.

Henry tried to joke around a little to lighten the mood. "Hey, why not go down the right direction! Get it? Cause it's the right, path... right? Oh."

Percy peered down both pathways indecisively. Where _do_ they go in deed? Then Toby thought of an idea.

"Why don't we go to Shining Time and ask Mr. Conductor how we can find Thomas? Maybe he can use his Gold Dust to track him somehow?"

"Oh yes, that's a brilliant idea, Toby" James said, sarcastically. "Percy, you know which track goes Shining Time Station, right? Why don't you go on ahead and take us there?"

Percy kept peering down both directions, sitting where he parked for what felt like minutes, unable to decide.

"Look, Percy" Gordon said, earnestly, "Perhaps we should just head back. We're not going to find Thomas by endlessly searching through different worlds. Let's just explain what we learned to Sir Topham Hatt. It's for the best."

Percy darted the ground uncertain. Even though he was scared to go on, he didn't want to leave his best friend behind without even trying to search for him. But Gordon had a point. How long would it take them to search through whatever worlds they end up going to?

"Maybe it is for the best if we go back, while we're still in the clear of any danger," Edward said.

"No!" Percy said. He had enough of everyone's doubts. "I'm not giving up on Thomas that easily. You all can go home if you want. I'll do what Toby suggested and find a way to Shining Time by myself."

"But it's dangerous to go alone, Percy," Henry warned.

"Are you coming with me then?"

Nobody said anything.

"Fine. Me and Thomas will see you all back on Sodor soon."

"Percy, wait!" Toby called out.

But Percy didn't listen, instead he chuffed crossly down the tracks pointed to the left. The other engines look back at each other, wondering what they should do now. They didn't want Percy to end up in any danger or loose him as well. If Diesel 10 was turning the engines into Husks and runs into Percy, he could be in serious trouble. James blew his whistle and puffed on to catch up with Percy. Henry whistled and followed after him, then Gordon, Edward, and Toby all making up their minds. No engine can afford to be left behind.

Percy came to an unexpected halt. He noticed something off about the Magic Railroad and the track he was on. James applied his brakes only to end up colliding into Percy and jerking him forward a bit. The same happens as Henry, Gordon, Edward and Toby all run into each other. James and the others were about to protest when they too noticed the sudden change in their environment. Percy felt the tracks beneath him rumble and shake, a few pebbles of rock and ballast vibrate off of the rails. Although, none of the others were moving, and neither was Percy. He peered down the direction a head of him. It was still a bit too dark to see anything.

Suddenly, the light shining through the thorns began to turn a much different shade. Instead of midnight blue, it changes into a greenish color, then yellow, then orange, until finally the transitioning settled on a deep, piercing shade of red that surrounding the whole area. Extra illuminates of light flickered though the vines in a fiery motion as if there really were flames on the other side. The flaming lights were bright enough so Percy could almost make out what was causing the tracks to rumble if no one was in motion.

He then got a pretty good idea why. Down a head, two small lights gleam through the thick but clear ambiance. The sound of smoke exhausting from it's engine, a hydraulic piston squeaking, and an eerie clattering echoed down the tracks all the way to Percy and the others. This began to frighten everyone as the unnerving noises continued. Percy gasped in terror with eyes shot wide open. Thomas isn't able to make those noises, which leaves just one other engine who could, one who could only emulate the noise of a giant hydraulic claw.

"It's Him!" Percy yelled as he quickly backed up. "It's Diesel 10!"

Percy bumped into James, jerking him back and causing him to ram into Henry, who then bumped into Gordon, then Edward and finally Toby.

"Back up, back up!" Percy commanded. "He's coming from down the line! Quickly!"

Startled, James and the others panicked. They fearfully reversed back down the line but couldn't go any faster. Toby tried backing up with all his puff but was keeping the others from speeding down. It was too dangerous for the four tender engines to go backwards and they all had to reduce speed so as to not cause an accident.

"Can't you go any faster?!" James called out to Toby.

"I'm trying!" Toby said, wearily.

As Henry puffed passed the railway switches, he looks down the line leading to the other direction on the right. James found himself buffered up to Henry who stopped in his place. Gordon, Edward and Toby stopped too, wondering what Henry was doing.

"Everyone, go down the other tracks. He won't be able to catch up to us from there!"

"Are you mad? Of course, he will!" Gordon said.

"Better than an unpleasant reunion with Diesel 10" Edward said. "Now go!"

Diesel 10's lamps peered down in their direction blinding Percy and James. He was still ways away, but the closer his lamps were getting, the closer he was to them. James, Henry and the others behind them backed up so that Percy could get in front of the points facing the other tracks. Despite how afraid everyone was, they had to remain calm and move efficiently until they were on the other railway lane.

"Hurry, Percy!" James urged, frightfully.

The points were magically switched to the other path. Lights still pointed at them, Percy charged forward along with a screaming James. Both managed to take off and speeding down the rails, making it safely away from Diesel 10. Henry went down the tracks next but then abruptly came to a halt just a head of the points. Gordon grunted upon ramming into Henry and stood stationary on the points.

"Henry!" He yelled. "What on earth are you doing?!"

"I-I don't know. I don't feel good."

A weary and jaded Henry couldn't get his words out anymore. He watched James disappear in the dark red passageway as his vision started getting blurrier until absolute darkness was the only visible thing.

"When are you never," Before Gordon could finish, he gasped in shock over what he was witnessing.

The bright green paint on Henry's tender began to turn a much darker green shade, which began covering and spreading all over his tender. The dark shading was now taking over an unconscious Henry, helpless to do anything as he remained parked in front of the others and delaying their escape. The shadow started chipping away his paint work all the way to his number three emblem on both sides of his tender.

"What's going on up there?" Toby called.

There was more to come. The special coal in Henry's tender were now giving off smoke. Each and every individual piece billowed transparent patterns of smoldering waves. Out of nowhere, every piece of coal then bursts into flames and causing a wide collection of fire to scorch from his tender. Gordon cried out in fear, jolting away from Henry and the large fire peaking to the top of the Thorny tunnel. If the railway line wasn't bright enough before, it now most certainly is from within their vicinity. Even Diesel 10 could see them clearly now as he built up speed to catch up with the Engines.

Impetuously, Edwards backs up and couples up to Toby. He then bumps, couples up to Gordon, and begins nudging him forward. Gordon applied his brakes to avoid getting close to the fire. Edward's wheels screeched along the tracks as he was unable to push Gordon while pulling Toby, even though Toby was pushing just as hard too.

"Gordon," Edward shouted, "you have to push Henry!"

"But, I can't! The fire; It's too dangerous!"

"So is getting trapped. Now Push!"

They could hear Diesel 10 purring closer and closer. His lamps were now fixated on Gordon, blinding him a little. Pinchy unmounted from his roof and freely chomped the air in front of them. Edward and Toby stared down the left side and saw Diesel 10 visibly peer through the thick red murk, and getting an indication of his unsettling smile. Gordon hesitantly eyed Henry's flaming tender igniting the thorns above. He didn't want to admitted it to himself, but Gordon was afraid. But not afraid to get Henry and the others away from Diesel 10. Releasing his brakes and ramming into Henry, Gordon heroically pushes him down the line with Edward and Toby attached behind.

As if time had slowed down for just a moment, Toby got a good, full glimpse of Diesel 10, who parked right in front of him from the other set tracks leading to the direction they were about to travel. Toby's face was frozen in fear, expressionless as he passes by, gazing fixedly at Diesel 10 grinning back with amusement.

"Ah, Teapot!"

Toby looked saw Pinchy reach for his roof with it's jaws wide open and eager to snatch its prey. Missing by just an inch and releasing sparks and steam upon munching the air between them, Toby was soon speeding down the track behind Edward and Gordon. Henry was passed out and covered in the terrible dark shading while the fire fumed wildly from the coal in his tender. The four engines thundered down the rails, giving all the puff they can muster as they charged down the line as fast as their wheels can carry them. The fire from Henry's tender perilously breezed over Gordon's funnel from the speed at which they were consistently going. Heat from the fire radiate off his face and blocked his lidded eyes. Toby and Edward were almost out of breath but were determined to help Gordon get Henry to safety, not planning on stopping anytime soon until they were far away from Diesel 10.

"I can't see!" Gordon yelled. "I don't know where I'm going!"

"Just keep chuffing, Gordon!" Edward said.

"We'll end up crashing into something!"

"No, we won't. Trust in the magic and it'll guide us to safety."

"To where?!"

"Anywhere but here!" Toby cried.

Suddenly, collective train whistles whooshed past, followed by signal lights blinking and a golden light manifesting and spiraling beyond Henry's view. Gordon, Edward, and Toby all screamed while shutting their eyes and braced for impact, as they barged through the bright light of the magic portal. The Engines escaped Diesel 10's grasp and arrived at their next destination.

* * *

 **To Be Continued.**


	21. Chapter 20: The EG Stomp

**[Next chapter will be posted tomorrow, stay tuned!]**

 **Yes this is late, Christmas was a big reason, ...lets move on (lol). In this chapter Thomas and the girls are wondering what the next step is now that they've found Lady. What are the options available to solving their current predicament? How much longer will Thomas have to wait until he can bring Lady back home with him? This is one of those chapters I thought I was looking forward to writing, which I did, but again there's the conceptualizing, the how the scenes is played out in my head, and then there's trying to fill in the gaps and connect the scenes; once we finally reach a point in a scene a writer looks forward to writing most.**

 **I never though writing how a dance sequence would be this challenging. Yeup, as you can probably tell from the title, there's a dance scene here! This is what I mean from filling in gaps and connectivity, I already knew a good amount how this chapter played out in my head, but writing it is a whole different experience. None the less, I did my best to visualize what I'm seeing in my head and translate it to writing. Hopefully you liked this chapter and stay tune for what this series has to offer going forward as we introduce a new and exciting addition to the story. Read on and enjoy!**

 **PS; In case it's not clear and for context, the toy commercial version of the cafeteria song from the first movie is played during the dance scene.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 20: The EG Stomp**

After classes finished up, Thomas and the girls all met in the band room. They were in quite the predicament. After searching for two days, Thomas finally finds Lady hiding out and posing as a student at CHS. Only, she wasn't going undercover; Lady really thought she was an actual student. Lady doesn't remember Thomas at all. Going so far as to believe her name was actually Mystic Sprinkles and that she was just an ordinary student at Canterlot. When trying to confront her who she really is, it only made her upset, scared, and confused, as Thomas tried to prevent her from walking away only to cause some sort of anomaly inflicted on Lady. Upon contacting her it was as if the Gold Dust inside of Thomas were being transferred back over to Lady. Approaching her head on with accusations of her being at magical talking train that can generate sparkling gold dust only made things worse. She wanted nothing to do with them. And if Lady doesn't want their help, how can they possibly hope to remind her of her duties and bring her back to the Magic Railroad before Diesel 10 has a chance to take away all of her magic?

The girls all sat around the band room contemplating.

"Ugh, how does she not know who Thomas is?" Asked Rainbow Dash.

"I don't know," Rarity said. "It is the most peculiar enigma."

"Maybe being far away from the Magic Railroad is causing her to lose her memory?" Fluttershy said.

"I think you may be on to something Fluttershy" Twilight Sparkle said.

Applejack chimed in. "What I wanna know is what was with all that magic touch nonsense that happened after Thomas grabbed hold of Lady."

"That was weird," Sunset Shimmer said. "Do you think the Gold Dust inside of Thomas was being transferred over to her perhaps?"

"It could be" Twilight pondered. "If Lady is supposed to be some sort of magic fabricator, then maybe she can also accumulate nearby Gold Dust, depositing them back to it's originator from either a required range or through physical contact."

"So, give and take," Spike said.

"Yeah, I think. I don't know. Magic Gold Dust is so far becoming a lot more confusing than Equestrian magic."

"But Why Can't Lady Remember That She's A Cho-Cho Train?" Pinkie Pie asked.

"Like Fluttershy said, maybe being away from the Magic Railroad for too long is the likely hypotheses."

"Thomas, darling? How are you holding up?" Rarity asked.

Everyone looked over at Thomas, who was sitting by the piano on a stool completely confounded. Why didn't Lady remember him? Why wasn't she willing to listen to him after telling her who she really is? He didn't know what to do now. His mission was to find Lady and bring her home. Even though he finally found her, she wasn't interested in going anywhere with him. Thomas just sat motionless, struggling to find a way around this impasse.

"We really messed up" Sunset said slapping her hand on her forehead.

"How were we suppose to know Lady lost her memory? We thought it was just part of her disguise or something." Rainbow Dash said.

"I could've texted and warned one of you on my way up. But then Thomas ran off after her and I had to make sure he was ok."

"Or some of us could've waited like I planned until the other group got there to assess the situation before approaching her," Twilight said.

Everyone except Thomas glares at Pinkie Pie. She looks at everyone wide eyed. Then she hides her arms behind her back chuckling sheepishly to herself.

"Had I known Lady was actually suffering from amnesia I would've tried to approach the situation in a less direct manner. We shouldn't have blurred out all that information to her all at once."

"There was nothing we could've done after that point," Sunset said. "The only thing we can do is figure out a way to restore her memories. But for now, let's try and keep our distances away from Lady for a while. Obviously, our encounter has her all riled up, so running into any of us again would probably make things even worse."

"But, she's all alone," Fluttershy said concerningly. "She doesn't have anyone looking after her. What if Diesel 10 finds her! She doesn't know about him or the Genies plans for her."

"We're looking out for her" Twilight reassured. "From a safe distance, of course. We're not gonna let anything bad happen to her so long as she's within our sights."

"So, we're just gonna spy on her too?" Applejack said.

"I wouldn't say spy necessarily." Rarity said. "More like,"

"Observation!" Twilight beamed finishing her thought.

"Yes, yes, observation of course that's exactly the word I was looking for."

"Just don't speak or bring up anything involving magic and trains around Lady" Sunset said.

"That includes you Thomas," Twilight said turning to him. "I know you want to help her but Sunset is right, we have to keep away from her until we find away to restore her memories. I mean look at it this way, if we're lucky maybe she'll end up recovering her memory on her own If given enough time to."

"Did Lady lose her memories last time she went missin' from the railroad by any chance?" Applejack asked Thomas.

He still wasn't responsive. Everyone was worried.

"Oh dear. He's in his moody tooty phase again," Rarity said.

Sunset walks over to Thomas and sits next to him.

"I just, don't understand. How did this happen?" Thomas said staidly. "We finally found her, we should be going home right about now. But, she doesn't remember me anymore, or the Island of Sodor! And now, she wants nothing to do with me. How am I suppose to bring her back if she doesn't remember Gold Dust or the Magic Railroad?"

"Don't worry Thomas, we're not going to give up on her. Being so direct doesn't always work. Just give her time and if she isn't remembering anything on her own then we'll find a way to fix all this."

Thomas looks at Sunset, then at everyone smiling back at him reassuringly. Lady was in more danger then he thought. Even though he was worried for her, he knew his new friends were true to their word. It was that kind of trust he now had with everyone where he started to feel almost no need to feel helpless anymore. If there was anyone he can rely on at the moment it was all of his new Canterlot friends. They were going to help regain her memory again and keep her safe from harm.

"You promise?" Thomas said looking at Sunset.

"Of course. A Promise is a promise."

Still feeling anxious, Thomas couldn't help but smile back at everyone.

"How did I get so lucky, in finding such an amazing group of friends."

"Right place, right timing?" Spike said jokingly.

Thomas knew he was only fooling and smiled back at him. But maybe Spike was right, was it really the right place at the right time? Sunset smiles wrapping her arm around Thomas's shoulder and leans in for a hug, pressing each others cheek together. Thomas giggled happily feeling much better. Pinkie Pie sneaks up on Thomas and starts rubbing his hair playfully, causing him to laugh even more. Everyone else gathered around Thomas smiling reassuringly at him.

"Right!" Thomas proclaimed. "If we're going to help Lady we need to find away to return her memories back!"

"How do we do that?" Spike asked.

"I don't know?" he said stroking his chin. "She didn't loose her memory last time so I'm not really sure what to do."

"What about Mr. Conductor?" Twilight asked.

"Or her caretaker?" Sunset proposed.

"Would they know what to do?"

Maybe they would know what to do, Thomas thought to himself. But he would have to travel all the way to either Shining Time or Muffle Mountain to ask them.

"You know what? I can't believe I'm saying this, but let's not worry about that now" Rainbow Dash suggested. "We know Lady's here and so far, she's perfectly safe. Okay maybe not perfectly happy right about now, but at the very least she's out of harms way."

"Unless those two knuckleheads find her," Applejack said.

"Oh, I nearly forgot about Splatter & Dodge" Fluttershy said. "They can still find and bring Diesel 10 to her."

Sunset Shimmer peers out the window and sees two heads quickly ducking down before she got a chance to fully see them. It would appear Splatter & Dodge were still keeping a close eye even on her friends.

"Yeah, I wouldn't worry so much about them," she scoffed.

"I guess we could wait and see how things turn out until we come up with a solution of our own on Lady's amnesia restorations," Twilight said.

"So then, what do we do now?" Fluttershy asks.

Sunset then got up and started stretching her arms.

"Maybe all this magic business is starting to feel a little constraining after all. How about we unwind for a little bit and have some fun for today?"

"Oh?" Thomas said. "What did you have in mind Sunset?"

"If you're up for it, I was hoping we can show you how we dance, Canterlot style!"

"Yippee!" Pinkie cheered jumping up and down, "A Dance Party For Thomas!"

Everyone else happily agreed, but Thomas was a bit confused. He looked at Sunset Shimmer wondering what she was implying.

"We've all seen you dance, and as your friend let me be the first to say, you're not very good at it," She grinned cheekily.

"But I've never danced before though."

"Don't worry, we can tell" Spike said humorously.

Thomas slouched uncertainly. "I'm not sure. It sounds really difficult."

Rainbow Dash goes over to Thomas and reaches out her hand for him to take.

"C'mon, it'll be easy. I know at least one dance move we can teach you. Why now give it a shot? You'll never know until you try."

Smiling gratefully, Thomas accepts everyone's offer and grabs Rainbow Dash's hand.

* * *

By the time everything was set up and cleared away, Thomas, Sunset Shimmer, Twilight Sparkle and everyone else stood in the middle of the band room ready to start teaching Thomas how to do a dance move they once did long ago, back when Twilight Sparkle from Equestria came to their world.

Thomas stood in the middle with Sunset Shimmer, Rainbow Dash, and Applejack to his left. Twilight Sparkle, Pinkie Pie, Fluttershy, and Rarity to his right. He didn't know what kind of dance they had planned for him or what kind of formation he was in, but went along with it anyways hopping it'll make sense when they actually start. Spike operated the music player on the side ready to play the song to go with their dance.

"Alright, we ready?" Rainbow Dash called out.

Everyone nods collectively including Thomas, who still seemed a bit apprehensive about what kind of Dance they'll be showing him.

"Enough talk, let us daunce! Rarity said.

"Hit it!" Rainbow Dash winks at Spike.

He presses play on the music player and the music builds up and begins, playing a poppy, upbeat, but mellow track that had enough rhythm to get everyone eager to start dancing right off the bat.

 _["Ooh-ooh, yeah!"]_

"So uh, what am I doing exactly?" Thomas asked.

"What you're gonna want to do first is the Stomp," Rainbow Dash started. "Cross your arms and then start leaning side to side. While you're doing this, stomp your feet left then right."

Thomas watches as Rainbow Dash crosses her arms and starts leaning side to side while stomping her feet left and right.

"When you do that three times, you move on to the Clap."

"The Clap?"

Sunset chimes in. "Like this, quickly lock your feet together, and then jump out. Then bring your hands together and clap two times, like this."

Sunset brings her feet together and then immediately jumps and spreads them out, clapping her hands in a steady stance.

"Oh Oh, My Turn, My Turn!" Pinkie said. "Stomp Your Right Foot And Punch The Air With Your Right Arm Three Times. And That's How You Do The Cheer!"

"When you got all that," Applejack said, "you should be able to do this."

All of the girls then started doing the dance from the beginning. Crossing their arms and leaning side to side three times alternating between each lateral direction, brining their feet together swiftly then jumping out while clapping their hands two times, then stomping the ground and punching the air above them with their right foot and arm. Some of the girls after words started improvising a little early and did a few dance moves that they haven't taught Thomas yet. Some of them were more elaborate than he could keep up with though he still tried to pay close attention.

 _["We're Equestria Girls and we're here to shout, that the magic of friendship is what it's all about. We're Equestria Girls standing side by side. Finding the magic of friendship deep inside._

 _Equestria Girls! Yeah!"]_

"There, now you try" Twilight said to Thomas.

He was too confused by everything after the cheer. "…Um."

"Just the parts we showed you" Fluttershy said. "The improvisation you can do after."

"Improvisation?"

"Start with the stomping, then the clapping and finish off with the cheering" Rarity instructed.

"Here, see how I'm moving? Follow along with what I'm doing." Sunset demonstrates the stomp to Thomas.

Thomas then tried doing the dance moves watching Sunset carefully. He started by crossing his arms and stomping his feet left and right. His stomping was out of sync at first and he forgot to lean side to side as he was focusing more on his footing. But as soon as he caught up with Sunset Shimmer he continued on, not even losing his footing once. Both friends smiled at each other now that they were doing the stomp in sync.

"See, It's not that hard."

"You were right! This is pretty fun so far."

"Now Do The Clap!" Pinkie exclaimed.

He does so, tripping over at first until Twilight and Sunset grab hold and prevent Thomas from falling over. Chuckling embarrassingly, Thomas stood straight and tried again, beginning with the stomp then seamlessly transitioning into the clap perfectly. He then tried doing the cheer which was much more simpler and easier to transition into as he did.

"That's it!" Sunset said. "You're on the right track."

"I am?" Thomas gasped, "I am! I'm dancing!"

"Now that you've mastered each step, repeat them all the way through and let you're inner Wondercolt shine!" Rainbow Dash said.

Thomas and the girls then did the dance again, this time synchronizing with each other to a tee. Though Thomas perfected the dance, he still didn't know any of the other dance moves the girls started doing once they finished the cheer. Some did the shuffle, jumped up, stomped their foot again then spun around vigorously. They leaned their hands on their knees and leaned left and right, and some did a pop, lock and drop. He didn't know what to do after the cheer and didn't know whether to also do their moves or not, so instead he repeated the same dance routine that was taught to him.

 _["We're Equestria Girls and we're here to shout, that the magic of friendship is what it's all about. We're Equestria Girls standing side by side. Finding the magic of friendship deep inside."]_

"What do I do after all that?" Thomas asked.

"Now you can improvise," Fluttershy said.

"Which is what?"

"Anything you want. Just make it your own!" Twilight said excitedly.

"Make it my own?"

"Or borrow some of our awesome moves and give it your own spin" Rainbow Dash said break dancing.

 _["Free to be what we will be,"]_

"Then Put It All Together, And Have Some Fun!" Pinkie laughed cheerfully.

Everyone was now perfectly in sync as they all started off with the dance moves flawlessly executing each step and transition. Spike was also dancing along to the song near the music player trying to do a break dance. Thomas laughed as he was having the best time of his life. This made everyone really happy as they passionately danced along with him until branching off and doing their own dance moves. Never has he been able to dance as a tank engine before. He was now beginning to ask himself why engines weren't made to dance. It was so much fun and exciting that everyone should be able to move freely to the sound of music.

 _["We're Equestria Girls and we're here to shout, that the magic of friendship is what it's all about. We're Equestria Girls and we're here to say, (Oh yeah, we're here to say!) we're gonna see things a different way!"]_

Without even realizing, Thomas started doing what Fluttershy said and tried improvising once he finished doing the clap. All the girls and Spike watch Thomas enthusiastically go all out losing himself in the beat of the music. He did some side stepping, head slides, hip rocking, and poor moon walking. Then he tried seeing if he can do some of the others dances moves and transitioned into them. He Jumped in the air, stretching his foot out and reclining it straight back, stomped his feet and then spun around. As he began spinning, he continued doing so at such an incredible speed there was nothing but a blue tornado like blur freely whirling about and not slowing down. Thomas spun off away from the center unable to stop himself. The girls watched worrisome as he was heading straight into a pile of musical equipment pushed off to the side.

 _["We're Equestria Girls and we're here to shout, that the magic of friendship is what it's all about. We're Equestria Girls and we're here to say, (Oh yeah, we're here to say!) we're gonna see things a different wayyy!_

 _Equestria Girls."]_

Everyone winced as Thomas found himself crashing into the pile of music equipment just as the song comes to an end. Laying down on the floor, Thomas was buried underneath many different instrument utilities including violin wands, drumsticks, mini xylophones, maracas, a triangle, and a cymbal placed on top of his head. Luckily no one was hurt. Thomas just sat their dizzy. His fall landed him sitting inside a spare base drum. The girls ran over to check on Thomas hoping he was ok.

After shaking off his dizziness, he looked up at Sunset and everyone viewing him concerningly. But instead of showing any visible pain, Thomas started laughing. It was a slow quite giggle at first, but then became louder and infectious the more he realized what transpired. Everyone tried to hold back their laughter, resorting to a couple of smirks, as they didn't know if Thomas was in any real pain. It lasted as long as expected when Pinkie Pie was the first one to burst into laughter immediately. Unable to hold it in, the other girls and Spike started chuckling and giggling along with their new friend, who thankfully did not seem injured at all. Applejack and Twilight go over and help him back up to his feet with all of them still laughing while doing so, especially Thomas who had to support himself by placing his hands on his knees. They all stood there for a while still chuckling and reflecting on their fun little dance party.

* * *

Though they were victorious in finding Lady, there were still complications that prevented Thomas from bringing her home. In order to do so they'll have to find a way to restore her memories either by waiting for it to return on their own, or by figuring out a solution to reinstate it themselves. Despite their turmoil, despite their doubts, fears and worries, Thomas and his Canterlot friends were still having an amazing day. And while it is worth noting that both their worlds are on the line of danger, they weren't going to get anything done that day. There was no sense in sweating over the possible inevitability when all that can be done is make sure Lady is kept away from the diesels and creatures trying to use her magic for evil. Everyone knew that for now it was ok to smile, it was ok to laugh, and it was ok dance.

School was over which meant it was time to leave. Thomas and the others stayed behind for a little while sitting on the steps of the front entrance. They were deciding how they were going to go about watching over Lady and throwing out more ideas on how to jog her memory.

"Wait, if she has no where to go, then that means Lady could be still in the school right now." Thomas said.

"If she is, at least we can count on her not going anywhere," Rarity said.

Just then, Thomas got up and stood still staring straight down the school's courtyard.

"Thomas?" Sunset said.

His eyes were lidded trying to make out what he was seeing. By the Wondercolt Statue, two figures pop through the portal on the west side of the base. He could barely make out what it was so he got closer, stepping down the steps and walking across campus. Sunset and the others shared looks of confusion. The girls then got up to as soon as they too noticed the people sitting near the portal. Catching up, Sunset Shimmer, Twilight Sparkle, Thomas and the others make their way over to the mysterious figures. It wasn't until they came into full view did everyone stand in place once Thomas came to a complete stop. He gazed at them again, this time more able to make out who they were. Much like with Splatter & Dodge, they were people he knew as well. However, he instantly recognized them as two steam engines from Sodor when getting a much better look at them. It was upon seeing a boy in green and a boy in red that Thomas' eyes shot wide open, speechless by who he saw.

"James? Percy?!"

* * *

 **To Be Continued.**


	22. Chapter 21: Alliance

**Boy did this one take a lot out of me lol. But at last, a pivotal moment I've been building up since starting this story, The Steam Team arriving in Canterlot! But as they catch up with Thomas the question arises, will they bring Thomas home without Lady to a Sodor deep in a state of chaos, or will they stay themselves and help him protect Lady from those who are after her magic?**

 **What you see here at face value is likely going to change over the course of it's publishing. I may add a few extra dialog here and there and maybe some more explanations if needed. I wanted to make sure this is released on time because I'm a little behind schedule. The Holiday (While it awesome!) took a lot of time out of writing and now that I'm back in school, preparing for exams and projects will likely take even more time out writing. Only reason I bring this up is because I've made sure to post the next chapter after this in time so that I can focus on studying and to get back on track with my regular publishing schedule. So not only do you get this one, but now another chapter! With that, let me know what'cha think of the chapter and stay tuned for more. Read on and enjoy!**

* * *

 **T** **homas & Equestria Girls:  
** **Welcome To Canterlot High**

 **Chapter 21: Alliance**

"James? Percy?!" Thomas called.

Over by the Wondercolt statue were two boys worn-out and trying to make bare of their surroundings. Thomas hurried over to them with Sunset and the others tailing behind.

'That can't actually be them can it?' Thomas thought. 'How did they find me here?!'

One of the boys he noticed right off the bat looked an awful lot like his best friend Percy. He had dark curly hair, green eyes, and light green skin. He wore a light green, long sleeve shirt, a green lightweight fleece vest with red interior and a yellow number 6 patched on the left side. Neon green cargo shorts and green sneakers with red lacing.

The other boy sitting on all fours was without a doubt suppose to be James. He had medium length, wavy black hair, amber eyes, and light grey skin. He wore a red leather jacket with a black zipper hoodie, white on the inside of the hood and a yellow number 5 patched on both upper arms. A red t-shirt that's partially untucked, red pants with a gold belt, and black running shoes.

Percy was standing still with his feet locked together wondering why he couldn't move. When he did try to move forward, everywhere he leaned made him tremble and wobble with the heft of his newfound weight dragging on him. His whole being felt like it was balancing on a tightrope, and one wrong move could send him tumbling. As Thomas got closer his suspicions became true, seeing the number six on Percy's vest. It was then that Thomas smiled ecstatically upon realizing that these two boys were indeed his friends. Finally, Percy couldn't keep his balance any more and stumbled forward. Before he came close to falling however, Thomas ran up and caught him just in time. Thomas held onto both his arms for support while Percy's legs continued to shake. Percy held onto Thomas' arms as well, afraid he might fall. The other girls catch up with Thomas and gathered around where they were.

"I got you Percy," Thomas chuckled, happy to see his friend. "You'll end up falling on your face if you don't watch your footing."

Percy was a bit shorter than Thomas with his eye sight meeting the top of his collarbone. He looked up to the blue boy, squinting his eyes. How did this boy know his name or who he is? And that's when Percy realized who it was; the blue clothing being an obvious indicator.

"Thomas? Is that you?"

"The one and only," he smiled.

Percy gasped. "It is you!"

Sunset Shimmer and Twilight Sparkle stand next to Thomas smiling at his friend. If he knew who this is or if this really was Percy, they were excited and happy to finally meet him at last. Unaware that he can move his head, Percy took note of the girls and looked left and right at his surroundings.

"Where are we? And why do you look so, differ,"

He looks down at his arms locked in Thomas' palms as his hands rotate upward and gape open. Blinking twice, Percy then screamed and fell onto his buttocks. Thomas and the girls were concerned as he crawled backwards away from them in distress until his back met the edge of the Statue base.

"Whoa, Percy. Take it easy."

"Bu-but I have hands a-and feet!" he said examining his hands and lifting his feet, which only made whimper even more.

"I know. It feels funny at first," Thomas said crouching down on one knee. "But you actually get pretty use to it after a while. It just takes a few falls until you get there."

"But, why do we look like this? How come we're people now and not trains?"

"I guess because everyone else here is a person too?"

Another scream, this time from James, alerted everyone over to him. He was arched upward, seated on both knees and gripping his hair tightly while looking over himself with widened eyes.

"My paint! What happened to my beautiful, splendid red paintwork?!"

"James?" Thomas called.

James looked over at him puzzled. "Thomas?"

Thomas shook his head. "Wait, what's going on? What are you two doing here?"

Percy explained, trying to compose himself despite his alien appearance.

"Sir Topham Hatt sent us all to find you. He's worried sick because he thinks you disappeared. I knew you were somewhere in the Magic Railroad, so I brought everyone to try and look for you."

"Didn't you tell him where I went? Or what's going on?"

"He-he. Uh, not really."

"Percy," Thomas said sternly.

"I know, I know. I should've told him. But, I was too afraid you'd get in trouble if I did."

"Hold on," Twilight Sparkle interrupted. "You said you brought everyone to look for Thomas. Who else did you bring?"

Percy remembered the other engines and gasped looking over at James.

"Oh no! Where are the others?!"

"They're still inside the Magic Railroad with Diesel 10!"

Everyone gasped in terror, except Thomas, who was too speechless to mutter a sound. Gazing at the Statue's base, James noticed the portal they popped through suddenly start glowing. Just then, James found himself mobbed not only by Henry, but also from Gordon, Edward and Toby, all passing through the portal and piling disorderly on top of each other. Thomas got up and ran over to all his friends, very surprised to see them. They were lying on the ground tired and out of breath.

"Gordon, Edward, Toby! I-I can't believe you're all here!"

Then he saw Henry.

"Oh no, Henry!" Thomas said alarmingly.

"What's wrong?" Sunset asked.

Thomas was unable to respond. She stood next to him and saw what he was witnessing. One of his friends were now being consumed in the dark umbra. A completely unconscious Henry laid motionless on his stomach. Seams and threads of his clothing were torn and hanging loose. His face was pale and dripping with sweat. The shadow overcasts almost his entire upper body with the darkest shade of green conceivable. It continued spreading all over Henry, slowly slithering down past his hips and tearing into the seams of his pants.

'So, this is what it looks like,' Thomas thought to himself. This is what he was going through the last time he blacked out. Diesel 10 must've ambushed them in the Magic Railroad and tried using Gold Dust to stop them from escaping, and Henry was his victim. Frightened but calm, Thomas and Sunset Shimmer pan to each other and nodded, knowing what they had to do.

Twilight Sparkle notices Henry being covered in the dark shading as well. She gasped in horror and distraught while her friends ran up to him. Thomas' friend was being eaten away by Diesel 10's use of sparkles. Sparkles that no doubt came from the jar of Gold Dust she lost to Splatter & Dodge, who ended up giving it to their boss. And now, he was using them to destroy Henry. She turned away from the group, trying to hold back her tears. Spike approaches Twilight, burying her face in her hands.

"Twilight?" he said. "What's the matter?"

"What's the matter?! Thomas' friend is being consumed by the shadow and it's all because of me."

"That's not true," he said sternly.

"Yes, it is."

"Twilight, leaving behind the Gold Dust isn't your fault for what's happening right now."

"Unless Diesel 10 already found Lady, then this is my fault. Where else is he getting more Gold Dust from otherwise?" She sighed, "Who am I kidding, Spike? I wasn't ready to understand Equestrian magic and I wasn't ready to study Gold Dust. All it's done is get others hurt."

"Lingering on one mistake won't fix the issue. You left the Sparkles behind, but Splatter & Dodge are the ones who stole it. They're the reason he's like that. If you want this to stop, then we need to help our friends."

Still troubled, Twilight looks back at her friends then down at Spike. He turns around at Twilight and indicates her to rejoin the group, which she does, following Spike and gathering around Henry with the others. Percy couldn't join the others as he was still not use to moving in his new body, but could see Henry being covered in some kind of Shadow from where he sat. He didn't know what was going on. Thomas and the others looked concerned, which could only mean something horrible is happening to Henry.

* * *

"We have to hurry," Sunset Shimmer instructed. "If Diesel 10's in there, he likely followed your friends here."

She opened her locket containing the Sparkles collected from Thomas' recent black out and held it out to him. Reluctantly, Thomas opens his hands under it as Sunset pours a little bit of Gold Dust onto his palms. She instructed him to close them and shake until each spec was glowing. He does so, looking at the Gold Dust clinging to his palms and shining brightly. Kneeling down next to Henry, Thomas exhales deeply and releases. He looked down at his poor friend still in a comatose state with the shadow peeling away his clothes. It was horrible for Thomas to watch what happened to him happening to one of his friends. Regardless, Thomas had to remind himself that he can now stop this. James got up and sat next to Henry across from Thomas while all the other engines laid on the ground, still collecting their breath.

"Little engines can do big things. Little engines can do big things," he repeated.

The girls gather around Thomas for support. Pulling down his sleeve, Thomas grabs hold of Henry's right arm tightly, and the magic Gold Dust from within his palms immediately begins to react upon contact. They shined radiantly from beneath his hands as the sparkles did their part in counteracting Diesel 10's misused Gold Dust. Sunset thought of Thomas' well being when using the Sparkles to protect him. So, Thomas tried doing the same, making Henry's well being his single-minded forethought. He nearly lost his grip a few times as the dark force flickered violently fighting back against his and vibrating within Thomas' hands abundantly. Thomas held on tight while turning away to avoid the blinding glow.

What felt like ages of holding on and fighting back, a bright gold magical aura covers his entire being and transfers its energy onto Henry. The wear and tears on his clothes patches up and the dark shading reversing the colors back to it's original brighter green as it slithers all the way back to where it manifested. The gold aura disappears and slowly withers away until there wasn't a spec of shadowing or tear left to be seen. Thomas lets go, panting like he just ran a marathon. Him and the girls gently turn Henry over on his back, no longer pale or sweating and his breathing back at a healthy pace.

Fluttershy sits next to him knees to the side and unzips her backpack. A bunny, cat, bird, and a hamster stroll and fly out of her bag now wondering about with some climbing over Henry. She gently lifts Henry's head and places the backpack underneath him. Weary, Henry slowly opens his eyes, blinded by the sun until Fluttershy leans over him and blocks the rays. Gazing back at her, he had no idea who this person was or why she looked so odd. 'Who is this girl' he thought. It was no person he'd ever seen before.

"Are you okay?" she asked.

As the light still shined past Fluttershy, Henry couldn't help but smile whimsically. She smiled back with comfort, assuming that meant he was alright. Thomas and some of the girls examined his appearance making sure all was clear. Henry appeared as a much older teen than Thomas did. He had green, fairly neat but disheveled spiky hair, hazel eyes and light grey skin. He wore a slim fit, green denim jacket, a green and white button up flannel shirt with a red tee underneath, green pants and green boots with black lacing. He also had a gold number three necklace worn around his neck.

"Henry?" said a voice.

He looked over to his left and saw Thomas as well as a few other girls standing around and sitting beside him to his left. His head was still a bit fuzzy and couldn't make sense of where, what and how of his surroundings just yet. Everything seemed to be flowing normally from his perspective, except for the group of people surrounding him. Not even Thomas' human appearance caught on to him just yet.

"Thank goodness you're okay," Thomas smiled with relief.

Henry blinked confusingly then looked back at Fluttershy.

"Thomas?"

"Yes, Henry?"

"Can you see the angel too?"

He chuckled a little. "What? What angel?"

"The one I'm looking at."

Fluttershy blushed realizing he meant her. Rainbow Dash, Applejack and the others held back their snickers.

"You mean, Fluttershy?" Sunset smiled, raising a brow.

"Are you sure you're okay, Henry?" James asked.

Henry spoke, not taking his eyes off Fluttershy. "I-I remember, going down a dark tunnel. I couldn't see or feel anything. Then I saw a bright light, so I chuffed toward it and then I woke up. That's when I saw an angel looking down at me. Were you the one who woke me up again?"

"Uh, well, um, actually, I, um." She turned away red in the face with embarrassment.

Before Thomas could interject, Gordon, Toby and Edward were struggling to get up not yet used to their new body. Instead they arched up while kneeling.

Gordon was also a much older teen, being around the same height as Henry, making them the tallest out of the engines. He had blue and black mid high hair, hazel blue eyes, and a light blueish grey skin shade. He wore a blue slimming Letterman jacket with white sleeves and a yellow number 4 sewn on the back. A blue shirt, blue jeans, and blue running shoes with white lacing.

Edward was about the same height as James, who were just about an inch taller than Thomas but no taller than Gordon or Henry. He had a blue classic crew haircut, light blue eyes, and light blue skin. He wore an untucked white dress shirt, a blue sweater with an open chest pocket and a yellow number 2 patched on side pocket. Blue twill pants with a red belt and blue suede shoes with red lacing.

Toby was the same height as Thomas. He had a brown side fringe haircut, brown eyes, light grey skin, a brown zipper jacket with four buttoned chest pockets and a grey tee underneath, brown trousers with a red belt, brown dress shoes, and a white beanie with a yellow number 7 stitched on it.

"Wha-what am I?!" Gordon cried, inspecting his arms.

Thomas stood up. "You're a person now, silly."

"I can see that, Thomas. But why? And what kind? I'm all blue, and squishy!"

"That's because you're suppose to be blue, Gordon," he giggled.

Gordon then remembered his job Sir Topham Hatt gave to him and the engines, and realized that the strange looking boy he was talking to was in deed Thomas.

"Wait, Thomas?!"

"Thomas?!" Edward said sitting up. "We found you!"

"Oh, thank goodness," Toby smiled, but then noticed something off. "But wait, is that Thomas? Why does he look so, odd?"

"I could ask you the same thing, Toby," Edward smirked, looking over Toby's appearance.

Toby looks down at himself as well and gasped in shock.

"I-I'm a person too!"

"Looks like we all are," Edward said, taking note of all their friends.

Before Thomas could ask why they were all here, James crawled over to the portal and looked over the base frantically.

"Quickly, how do you close this thing?!" he asked urgently.

"Oh! That's right!" Edward said. "We were being chased by Diesel 10 on our way here."

Thomas stuttered trying to think of an excuse. "R-really? Are you sure it wasn't some other engine? I mean, it is pretty dark in there and,"

"Thomas," Toby interrupted grimly. "It was him."

He was at a loss for words. No matter how many times he tried to deny Diesel 10 was really involved in this, he seems to be popping up pretty much everywhere. Everyone he's meet from Sodor has confirmed sightings of Diesel 10.

"We have to get your friends out of here," Twilight said to Thomas.

"But they can't walk yet?" Rainbow Dash said. "And it's not like we can drag each of them across campus on time."

Sunset examined the Wondercolt base while stroking her chin.

"Maybe we don't have to. Everyone grab one of Thomas' friends and bring them behind the statue."

"What? That's a terrible Idea," Gordon protested. "He's sure to see us all."

"Not if he doesn't look behind the statue he won't," Rainbow Dash said, going over to pick him up.

"And when he does?"

"Trust me," She winked. "We got it covered."

Gordon only groaned as Rainbow Dash brings him up to his feet. Thomas and the girls go to one of the other boys and help them up to their feet as well. Twilight Sparkle went over and got up Edward, Rarity got James, Pinkie Pie got Percy, Applejack got Toby, Fluttershy and Thomas got Henry, who started freaking out upon seeing his appearance. The girls wrap the engine's arms around their shoulders and brought them all behind the statue from the west to the east side, placing them down gently. Sunset surveyed everyone stepping in whenever one of them were having trouble. The portal started to glow again. He was about to come through.

"Hurry!" Sunset called.

With everyone hidden behind the Wondercolt Statue, the girls all ran over to the other side while Sunset Shimmer grabbed Spike and hid with Thomas and the others to make sure they were safe. Twilight Sparkle and her friends stood across beside the statue anxiously as the base started dimming down a little, and out came Diesel 10. He popped through the portal backwards and fell on his back. Groaning in pain, he hastily got up and searched his surroundings until he notices the six girls standing rigidly with their backs turned away from him across the courtyard. Diesel 10 got up on his feet while Pinchy slid underneath his jacket. Smiling cordially, he walks straight over to the girls who turn around and see him approaching them, and a gut wrenching fear suddenly twisting their stomachs.

* * *

Fluttershy began quivering the more he got closer. Thomas was right, he did look very scary. He wore a grin that invites a welcomed invitation but with intentions none of them could predict. They only knew it could mean trouble for all of them if they don't play their cards right. Applejack tried calming Fluttershy a little, reassuring her by placing her hand on Fluttershy's shoulder. Everyone dreadfully watched with racing hearts as Diesel 10 came up and stood facing them all, never eluding his fake grin.

"Hello there, girls," he said in an oily voice.

Twilight and the others exchanged several looks.

"Um, hi," Twilight said reluctantly.

He looked around again before speaking. "I Just wanted to ask you all something if you don't mind?"

They shook their heads.

"You uh, didn't see any ste-I mean, a group of people passing by here, did you?"

The girls went silent for a moment.

Pinkie Pie scratched her chin. "Hmm. Does This Group Have Two Boys Dressed In Green, One Small And One Tall, With The Numbers 6 And 3?"

"Y-Yeah?" Diesel 10 said surprised.

"Two Blue Boys With The Numbers 4 And 2?"

"Yes,"

"And One Wearing All Red With The Number 5 And The Other Wearing All Brown With The Number 7?!"

"Yes, Yes!" He said, eagerly.

"Nope. Haven't Seen Them," She grinned.

"Oh," he slouched in disappointment.

He looked over and saw Fluttershy hiding behind Applejack while gazing fearfully at him. Diesel 10 went over and leaned in while playing up his friendly smile, which came off as more noticeably cunning than it did inviting.

"I bet you saw them passing by, didn't you little one?"

Fluttershy moved in closer behind Applejack while quietly whimpering. Applejack shot Diesel 10 a warning glare. She was more than ready to intervene if he continued upsetting Flutterhsy.

Rainbow Dash stepped in front of him. "Even if we did, what's so important about these people anyway?"

He scoffed, "More like thieves is what I'd call them. Thieves themselves are never important, it's what they're carrying that is."

Meanwhile, Sunset, Thomas and his friends remained hidden behind the Wondercolt Statue keeping quiet and waiting for the girls to get rid of Diesel 10. Some of them had their backs pressed against the base while others kneeled next to one another. Sunset took one quick peak and was able to make out Diesel 10 and her friends still talking. Thomas was sitting next to Percy, who had his knees locked under his arms, when he saw him trembling and rocking a bit. He nearly whimpered trying to remind himself to keep quiet. Feeling someone place their hand on his arm, Percy stops shaking and looks over on his left and sees Sunset smiling at him. Thomas does the same placing his hand on his arm for reassurance. This calmed him down a little, though now Henry was also on the verge of panicking until Edward leans in and instructed him to remain quite. He was still freaking out over them all being people now. On top of that, Diesel 10 was just inches away from finding them all.

"So, what're these people carrin'?" Applejack asked.

"Nothing yet. It's what they plan on stealing that's concerning."

Diesel 10 looked around again to make sure he didn't miss them or that no one else was around to listen.

"Tell me, how much do you girls know about... magic?"

"You mean like the whole hocus pocus, bunny inside the hat trick kind of magic?" Rarity asked.

"No, not exactly. The magic I'm thinking of is much more powerful. So powerful it can destroy everyone and everything if fallen into the wrong, uh, hands."

"Why do you ask?" Rainbow Dash said.

"Because, I'm trying to look for said magic. Those boys want it for themselves, and they're trying to make sure I never get it back."

"What? That's... illogical," Twilight chuckled sheepishly. "There's no such thing as magic. It's been proven scientifically inconceivably on multiple accounts by numerous research studies."

Diesel 10 glared at her. "Maybe there's no magic here, but where I come from, magic is what keeps the world turning. So if I don't find them before they take it all away, my entire home will cease to function. You wouldn't want that to happen, now would you?"

"N-n-n-no," Fluttershy muttered, catching Diesel 10's attention until the others spoke up.

"Where exactly is yer Magic at?" Applejack asked.

"Hidden."

"Uh-huh. Where though?"

"With the person who originally stole it, someone these boys are after too. They find her, they get my magic."

"And you know what she plans to do with 'said magic'," Twilight asked.

"Something terrible," He said, ominously.

The girls couldn't help but wonder if he was speaking mostly about his intentions for the Gold Dust. Given how he's already twisted the story in his favor, it was easy for them to catch on the fact that the 'something terrible', was what he has planned for the Sparkles.

"Tell you what," Rainbow Dash imputed, "We see these people you're looking for, we'll let 'em know who they're messing with, and to back off of course."

"Until then," Rarity said. "We haven't seen nor do we know anything more about these boys and their malicious magical frolicking."

"No, Siree!" Pinkie Pie Imputed.

Diesel 10 glared at all the girls intensely. Everyone behind the Wondercolt statue froze after things got too quiet. Though he was suspicious of their claims, even more so seeing how Pinkie Pie correctly describe all the engines, they didn't seem to know anything else about magic or the engines he was chasing after. After a long while of the Girls uncomfortable waiting for Diesel 10 to break his scowl, he finally speaks up. The Girls all gazed at him, anticipating his response.

"That sounds reasonable," He sneered, and directed their attention to the school. "Now, I plan on sticking around for a while. But if you can't seem to find me, I have two associates of mine who are also helping me locate this thief. I believe they have a lead on her somewhere in this building right behind you. So if you do see my partners, will you let them know where and if you've spotted the person I'm looking for?"

Twilight Sparkle and the others nodded.

"Good. Friends call me Diesel 10 by the way," He said, offering his hand to Twilight.

Reluctant at first, staring nervously at his affable smile and narrowed eyes, Twilight reaches her hand out and shakes his until they both let go.

"W-what's the 10 for?" Fluttershy asked shyly.

Diesel 10 grinned then quickly switched to anger. "Get on my bad side, and you'll find out!"

The girls gasped in fright. After glaring at them for seconds on end, Diesel 10 then started cackling, making them feel more uncomfortable. There didn't know if he meant it as a joke the way he phrased it. Everyone but Fluttershy chuckled awkwardly along with him until he finally stopped, letting out a relaxing sigh.

"I'm happy I met you girls today. With this many people, I'm sure to find my magic in no time." He looks back at each of them one last time. "You girls have a nice day. I'll be hearing from you shortly."

He then walked away with his arms behind his back. Luckily the direction he headed towards was away from all the engines still hiding behind the statue. The girls noticed a bucket shaped object dangling from within his jacket. They remained standing until Diesel 10 was long gone. The others behind the statue didn't move or come out until Twilight went over and lets them know they were in the clear. The boys all got up still not use to their new balance.

"That was too close," Percy said.

"You okay, sugercube?" Applejack asked Fluttershy nodding nervously.

* * *

Everyone gathered together to catch up now that their situation was less convoluted.

"I explained everything to them about Lady and the Magic Railroad," Percy said to Thomas. "After Sir Topham Hatt told us to find you we went through the buffers and tried going to Shining Time, or even Muffle Mountain to see if you were there."

"So, you all came here to look for Thomas?" Sunset asked.

"That's right," Edward said. "But to be honest, we didn't really know where we were going. It was sort of by accident that we all ended up here."

"We only followed the tracks that led us to this place after Diesel 10 showed up," Henry said.

"That must have been really scary," Fluttershy said worrisome. "And he tried using Gold Dust to stop you from escaping."

"Luckily me being the only other strong engine," Gordon boasted, "I was behind him when it happened. Otherwise, we would've all been caught by Diesel 10 had I not pushed Henry to safety."

"We helped too you know, Gordon," Toby said.

"Is that really what happened?" Henry said.

"Sounds like it," Sunset said. "He's been using Gold Dust on Thomas to knock him unconscious as well. A dark shadow slithers all over him, rips up his clothes and turns him pale."

"Hey, that's what happened to me too," Edward said. "Except it was my paint that was being torn up."

"It nearly caused an accident when it happened too," James said. "It's happening to everyone all over Sodor and it's been increasing ever since Thomas disappeared."

"Looks like you aren't his only target then," Sunset said to Thomas both looking at each other.

"So, Diesel 10 is trying to turn us all into Husks?!" Percy said.

Thomas and the girls exchanged looks.

"An outer coating of a maize?" Twilight Sparkle asked puzzled.

"Um, yes?" Percy said. "You tell them, Edward."

Edward and the others tried explaining to Thomas and the girls all about the unusual events taking place on Sodor. The accidents, the dark shading, the job switches being canceled, and Duck's current condition. Thomas and the girls were horrified. They were fortunate to avoid seeing the after math of what becomes of someone when being completely consumed in the dark shading. So, to hear what happened to Duck after the shadow consumed him made Thomas's stomach curl and light headed, knowing that same fate could have fallen upon to him.

"Oh, Duck," Thomas said solemnly. "I can't believe this is happening."

"Does your railway controller still not know where you are or what's really causing all the accidents?" Twilight asked.

Percy shook his head.

"Why didn't you tell him, Percy?" Thomas asked.

"Because, Sir Topham Hatt would've tried to stop you from finding Lady." He then turned to Twilight and the others. "He cares about us all and wants us to stay out of Danger. If he knew Thomas was in the Magic Railroad with Diesel 10 using Gold Dust to cause trouble, he'd try and force him back home."

"I don't think Sir Topham Hatt would go that far to punish us, Percy," Toby said. "Not if he knew the Railway's in danger."

"Well, I was too afraid to take that chance."

"Where is Lady by the way?" James asked. "Is she here too, in this weird looking place?"

Thomas sighed solemnly. "Yeah, she's here."

"Well good," Gordon said. "What are you doing wasting time for, Thomas? Let's grab her and go home already. We can put an end to Diesel 10's mischief and set things back to normal right now."

"I'm afraid it's not as simple as it sounds, dear," Rarity said.

"Why's that?" Henry asked.

"Do you wanna tell them?" Sunset asked Thomas.

He slouched and shook his head. Sunset then explained to Thomas' friends the last few days upon his' arrival, leading up to how they all met, what they've been doing, and Lady posing as a CHS student. She told them when they finally did find Lady, she didn't recognize Thomas or the fact she's a magical, talking train engine. Lady somehow, for some reason, lost all her memory. The Engines were surprised to say the least upon this news, but they only knew as much as Thomas and the Girls regarding Lady's sudden amnesia problem.

"That sounds awful," Toby said. "Poor Lady. She must feel scared and all alone. Does she even remember Burnett?"

"I didn't ask," Thomas slouched.

"Lady may be by herself fer the most part," Applejack assured. "But we're keepin' a close eye on her til she regains her memory,"

"We can't wait for Lady to get her memory back," James complained. "What if she never remembers us or the Magic Railroad? We have to bring her home now."

"Well, Ah hate to break it to yah," She said sternly. "But that's the plan we're goin' for."

"She's, inside the school?" Gordon asked Thomas after examining the building.

Thomas nodded. Then, with legs still wobbly and wiggly, Gordon stormed his way up to the entrance. He passed by his friends and the Girls all staring at him and wondering what he'd doing. Nearly falling over a few steps in, Gordon was just about to cross campus but was soon stopped by Rainbow Dash and Rarity, stepping in front of and holding their arms out in front of them.

"Whoa whoa whoa. Where do you think you're going?" Rainbow Dash asked.

"Out of the way," Gordon said. "My railway is in trouble and Lady is the only engine who can fix it. And If none of you will bring her back then I will."

"You can't just drag her somewhere she doesn't want to go," Rarity said.

"I can, and I will. Haven't you tried seeing what would happen if she returned? Perhaps running on the Railroad again will restore her memories."

"Thomas, can you talk some sense into your friend here?" Rainbow Dash leaned to the side.

"They're right, Gordon," Thomas said. "We've already tried asking her to come back. Lady ran away from us because she thought we were making it up. She won't listen to any of us anymore and if you try forcing her, it'll only make things worse."

Gordon scoffed crossing his arms. "So that's it then? We just wait until her memories come back while Diesel 10 picks us off one by one?"

"Don't talk like that, Gordon" Henry said nervously.

"It's the only plan we have until we figure out another solution," Twilight Sparkle said.

"Then think of another solution!" James demanded.

The campus was an echo of both the Engines and Girls arguing back and forth over what the right decision to make is. Thomas and Sunset simply stood neck in neck, awkwardly watching their friends debate then looked back at each other.

"What happens if Splatter, Dodge and Diesel 10 find her?" Toby asked.

"They won't," Sunset promised.

"How do you know?" James asked.

"Because with all of us looking after Lady," Thomas said. "He won't be able to come near her."

"What are you saying, Thomas?" Percy asked. "You're not gonna stay here a lot longer then you already have, will you?"

"Mr. Conductor asked me to bring Lady home. And if staying in Canterlot is what I have to do, then that's what I plan on doing."

The girls all smiled standing by him in support. He looked back at his Sodor friends still unsure of their plan. Is waiting for Lady's amnesia to clear really the only option at the moment?

"Thomas," Percy stated. "Sir Topham Hatt will be very cross if we don't bring you home. Please, come back with us."

"Yeah," Edward said. "I'm sure your new friends can look after Lady until she starts remembering things again. And when she does, they'll just guide her back home. You don't have to do this, Thomas."

The girls didn't want Thomas to leave just yet either. They knew how important Lady and Sodor is to him and he's the only one they know who has some idea of what's going on and what to do. If Thomas left and something else happened to Lady without him there to help it could end up being disastrous.

Thomas sighed. "I'm sorry everyone, but I'm staying. This is a job that I must get done. I'm not ready to leave until Lady is."

"What do we tell Sir Topham Hatt then?" James asked.

Just then, an idea popped into Thomas head.

"Maybe, you don't have to tell him anything."

"We kinda have to tell him something, Thomas," Toby said.

Thomas chuckled. "What I mean is, since you're all here, why don't you stay for a little while longer in Canterlot as well?!"

"What?!" The Engines all shout in unison.

"Y-you want us to stay here? Why?" Henry asked.

"Yeah, why?" Sunset said raising a brow at Thomas.

"Because,"

Gordon interrupted. "I am not staying in this weirdly colored world waiting who knows how long for Lady to never remember herself."

"Me neither," James complained. "Being a person is terrible so far. I smell funny, these feet hurt, and I never know which way this body is going to tumble over next. It just does what ever it wants!"

"We're only here to take you home, Thomas," Edward stated. "We can't all stay in this world. We have jobs to do back on Sodor. And Sir Topham Hatt is probably wondering what's taking us so long."

"He has a point," Twilight said. "Besides, your boss doesn't know you're all in another world. He's probably even more worried now that more of his engines haven't returned."

Toby was reluctant to speak knowing what he was about to say will help Thomas' case.

"Actually, we did ask some friends of ours to let Sir Topham Hatt know what's going on in case we ran into a few bumps on the road. So, once he does, he'll just come find us anyways."

"But, won't he get mad and do what Percy said and make you all to return to Sodor?" Fluttershy asked.

Thomas contemplated for a few seconds, asking himself if this really was a good idea. Then he spoke up again.

"Hopefully by the time that happens, Lady could already be back to remembering us again and we can bring her home without anything going wrong."

"I don't know, Thomas," Percy said reluctantly. "This isn't sounding like such a good idea. We're not really used to these bodies, and we don't know how to act like people."

"Either did I when I first arrived," he said walking up to him. "Please, Percy. With all of you here, we have a better chance of keeping Lady safe from harm."

"Why do you even need us here if they're helping you?"

Thomas smiled. "Because, you're my friends. This matter concerns all of us. Even if it is just for support, I want everyone here with me when we save Sodor."

The boys all looked at each other considering the option given to them. Despite how vague it was, Thomas had a point. They are his friends, and if that says anything to them, it means it's expected that they'd be on board with his decisions and his request for them to stay with him in Canterlot. All that they came to do was find Thomas and bring him back to the Island of Sodor though. They'd had hoped he would've found Lady by this point and was ready to bring her back with them, but some complications have gotten in the way of doing so. They can't seem to convince Thomas to leave with them so now they're left with a whole new dilemma. Do they stay, or do they go? Gordon and James already seemed keen on going home but the others thought about it for a few seconds. Though they failed to see how they were needed here, Thomas did seem to want all of his friends beside him.

Knowing fully well he may be making a big mistake, Edward was the first to speak up.

"I really think we should go back to Sodor, Thomas. Sir Topham Hatt isn't going to like it when he finds out we all decided to stay in another world instead of returning back to work like we're suppose to. But, if you're so insistent on seeing this all the way till the end, then I guess, I'll be staying too."

"You will?" Thomas and the girl said in unison.

"Yes, I will," Edward nodded.

"What? Edward," Gordon called. "What about Sodor? What about Sir Topham Hatt? What about our responsibilities? Surely you of all engines should know better."

Edward gazed away shamefully. He didn't like going against Sir Topham Hatt's orders, but he didn't want to leave Thomas behind either. Henry thought the same as he hesitantly spoke up too.

"I-I'll stay too."

"Henry? You as well?" Gordon said.

"You won't mind if I tag along?" Toby asked Thomas.

"Of course not, Toby! We'll need as many people as we can, and you're all going to be a real help," He said patting his head.

Thomas looks over at James and Percy. James had his arms crossed and looked around with narrowed eyes while Percy hugged his arms sheepishly.

"Well,"

James then interrupts Percy. "Ugh, fine. I'll stay. But I won't like it."

"Percy?" Thomas said sincerely.

Percy sighed after thinking it over. "Okay. Only because, you're right, we are your friends. And if you're not gonna come home just yet, then none of us will leave either."

"Thank you, Percy," he smiled.

"Hey, what are best friends for, right?" he giggled.

Thomas giggled a little too. Then he looked over to Gordon next who was starring at the Wondercolt Statue and the portal they all came through. It didn't matter to him at that moment anymore if he could take charge of the search party. Gordon still wanted to go back home now that they found Thomas. He didn't like the idea of having all of them stay in Canterlot. Sodor was already in total disarray and now all of Sir Topham Hatt's engines have disappeared from the Island. Everyone now seemed to be on board with staying, but all Gordon wanted was for Lady to be brought back to the Magic Railroad as soon as possible. It appeared as though the only way this was going to happen, was if he stayed in Canterlot as well, even though it could mean trouble for all of them.

"Gordon, please?"

He turned around and faced Thomas. Everyone watched in anticipation waiting to see what his response will be as he walked over and stood right in front of Thomas. It was then while staring at each other that Gordon remembered something. Something he and Thomas had promised a long time ago. He places his hand on Thomas' shoulder. Still skeptical, still thinking this is a bad plan, but with Thomas wanting them to stay and the promise they made, Gordon looks down at him and smiles.

"Who am I, to go against our alliance?"

Thomas beamed with happiness. He was reminded of the time he fell down a mine and Gordon came to his rescue, even though Thomas teased him about the time Gordon himself slid into a swampy ditch. After that, the two recognized their disgraceful mishaps and made a promise to look out for each other and formed their own little alliance. For a while it seemed as though both haven't been true to their word in recent years, but the circumstances they face now seemed to spark a new light in their age-old alliance. Thomas laid his hand on Gordon's arm and recited what he told him when forming their pack.

"United we stand."

"Together we fall," Gordon said.

"You help me."

"And I, help you."

The two friends smiled re-solidifying their alliance. Everyone beamed as well. They were surprised Gordon ended up agreeing to tag along despite how disdained he felt the idea of being in Canterlot seemed.

"What's this about an alliance?" Sunset asked.

"We're in disgrace!" They both say proudly in unison.

"Oh-kay then?" Rainbow Dash said looking back at Applejack just as confused.

Gordon spoke up. "Yes, I suppose we'll be staying with little Thomas for a while. And when we get in trouble with Sir Topham Hatt, I can safely say it was your idea that we ended up here to begin with."

Thomas frowned and glared at Gordon, but then started chuckling as Gordon rubbed his head playfully.

"Are you sure you're all okay staying in Canterlot for a little bit?" Fluttershy asked.

The boys all nodded.

"Absolutely," Toby said.

"I suppose it can't be too bad," Henry said.

"As long as it takes," Percy said.

"But not too long though," James said.

"Just until Lady's back on the Magic Railroad," Edward said.

"Yippee! More People In Our Search Party!" Pinkie Pie exclaimed. "This Is Going To Be Biggest Most Stupendously Greatest Thing Ever!"

"But we've already found Lady," Spike said. "So it's not technically a search party anymore. And before any of you ask, yes, I did just talk."

The Engines were all wide eyed and slack jawed while looking down at Spike.

"Maybe we should fill them in more on what the magic our world can do," Sunset said to Thomas, nodding in agreement.

* * *

 **To Be Continued.**


	23. Chapter 22: CMC

**You can go ahead and call this one of those last minute additions (lol). Thought they were originally going to just be cameo appearances back in chapter 6, I began thinking about these characters more and what kind of part they can play if given a bigger role in the story then intended. After doing some conceptualizing and a whole lot of research, I decided I needed to include them into the main story. And if the chapter title wasn't obvious, I'm talking about the Cutie Mark Crusaders! Or rather, another club name the girls struggle to come up with in this chapter and trying to find out what they should do in said club.**

 **With this recent addition a lot of you are probably wondering how long this will take up the rest of the chapters moving forward and if this story is ever going to come to an end at all. Remind you that I already have everything else planned out for what's to come. It's been that way ever since I first started WTCH. From the beginning to the characters, to the events, and the message of the story all leading up to the ending. So everything except the portions I make specifically clear are new or made up at the last minute is already planned out. I've even made a template to reference what chapter is next, the title, and what happens in each of them.** **I only say this because a guest reviewer stated after 21 that this story seems like it'll take a long time to finish. While they're mostly correct, I also did offer to reveal how many chapters are left. I posted it on the WTCH discussion forum already but in case some of you had trouble finding it, didn't know about it, or can't comment on it, I will tell you all how many chapters there are left in this story.**

 ** _As of the release of this chapter, there are 19 chapters left in this story._ Not including the short story chapters which I'll be posting on a lot more now that we've reached a new portion of the story. Note that the number of chapters left could change, but rest assured, it won't be going up any higher than the current number. Hope this gives you some clarity on how much longer the story is. If you weren't expecting this to go on for as long as it has and don't want to continue for whatever reason, then it's been a blast having you read along. For those that are still continuing, things are just about to get more exciting! Thank you for reading as long as you have and hope to see you still following along as we move on to a new section of the story. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 22: CMC**

While Canterlot High is home to counterparts of the pony world's Mane 6, it is also home to the counterparts of three little filly ponies, who in Equestria all collectively go by the name of their club, the Cutie Mark Crusaders. Founded by Apple Bloom, Scootaloo, and Sweetie Belle, they formed the club for the purpose of working together to find out who they are, and what their special talents are supposed to be. The Crusaders are very often, if not always, engaging in activities in pursuit of their cutie marks, unique picture-like symbols located a pony's flank. However, in the human world the Crusaders are just three high school freshmen who spend everyday having fun with each other. Since people don't get cutie marks, there was no reason for them to seek after ones for themselves. Despite this, that doesn't mean they have other aspirations they're eager to pursue.

The three girls had just finish eating lunch and headed up to Scootaloo's locker on the second floor. They were all discussing when to meet later this week and start their own club, a talk they've been having for quite some time. Apple Bloom suggested they hold their meeting today at an old tree house close by her home. Sweetie Belle was on board but Scootaloo was too busy struggling with her own dilemma. In Gym class, she was having trouble climbing up a rope which is one of the required exercise practices in order to pass the class. After failing multiple times, the coach warned Scootaloo that she was at risk of getting a bad mark and needed to improve her climbing physic in order to get a good grade. This made Scootaloo concerned and urged herself to take this test more seriously, which meant more time dedicated to training and less with helping her friends form their club, much to their dismay.

"C'mon, Scootaloo" Apple Bloom said. "We all said we'd meet after school to organize our new club. You can't bail on us now."

Scootaloo took out her helmet and scooter from the locker and shuts it.

"I know. But you heard what coach said; If I don't climb that rope I'm not gonna get a good mark. He's gonna fail me. Which is why I need to start practicing now, so I can get strong enough to climb just about any rope no matter how high!"

The girls were disappointed after hearing Scootaloo's situation. They knew her test was important but were still looking forward to forming their own club together at the same time. Apple Bloom and Sweetie Belle wanted to help their friend though and thought of ways to work around their predicament.

"We can set up a rope by the tree house and help her practice there," Sweetie Belle suggested. "That way we can get started on making our club while Scootaloo can train for the test."

"That's a great idea, Sweetie Belle!" Apple Bloom said. "What do you say, Scoot?"

"Sounds good to me," she said putting her helmet on.

"Hooray!" The two say jumping up and down.

"The CMC is still in full affect!" The girls said in unison as the three friends laughed and high five each other.

"I still don't know why our club has to have CMC as it's initials," Scootaloo said. "We don't even have a name for it yet."

"I just think it sounds fittin'," Apple Bloom grinned and shrugged.

Sweetie Belle chimed in. "Plus, we haven't decided what we're gonna be doing. That means our club name has lots of potential!"

"Hey yeah, I guess it does," Scootaloo said. "In that case, why don't we go by, the Courageous Mountain Climbers!"

"The Crime Making Combaters!" Apple Bloom said.

"Oh-oh, how about the Canterlot Movie Club, to celebrate the new Daring Do Movie coming soon!"

"Good one, Sweetie Belle. But now that ah think about it, can we find away to fit Crusaders in there somewhere?"

"You mean like after our old band?"

"Yeah! It's a start in the right direction and easier to build around." Apple Bloom wraps both her arms around Scootaloo and Sweetie Belle's shoulders. "Once we figure out what we're doin' then we can name our club, uh, somethin'-somethin'-Crusaders!"

"I do like how it sounds," Sweetie Belle said stroking her chin.

"Totally! It makes us sound super adventurous," Scootaloo said.

Everyone smiled as Apple Blooms lets go and Scootaloo adjusts her helmet.

"Looks like we're already close to having the naming part on lock. We just need to decide what we're gonna do then call it official."

"I'm sure it'll come to us once we start doing different activities," Sweetie Belle said.

Scootaloo came up with an idea. "Hey, maybe our club can include racing! What do you say, one lap to the center?"

"Scootaloo, you know we're not spose to run in the school hallways," Apple Bloom said. "We almost got in trouble with Miss Cheerilee last time."

"You'll be the ones running." She places her scooter on the ground, "I'll be riding in style."

"No fair. We can't out run you on that."

"Sure we can." Sweetie Belle then whispers something in her ear. Apple Bloom beamed.

"Just uh, one lap to the entrance?"

Scootaloo nods confidently. The two girls smiled at each other.

"Yer on!"

"Yay, we're gonna have race!" Sweetie Belle said jumping and cheering.

* * *

The three girls lined up next to each other positioned and ready to start sprinting down the hall. Scootaloo stood on her scooter glaring tensely in the direction they'll be racing. Apple Bloom grins at Sweetie Belle and she does so back to her.

Apple Bloom counted down. "On three. One, two, three!"

They all took off running and scooting. Scootaloo was already in the lead pushing against the floor with her foot to build up speed. She didn't bother looking back as she knew her friends will no longer be in sight once she's really far from them, which she was starting to, at a point where she didn't need to push on her scooter as much. Sweetie Belle and Apple Bloom look at each other knowing they weren't going to catch up. Once Scootaloo was far enough away Sweetie Belle spoke to Apple Bloom.

"C'mon, let's take that short cut."

"Okay! Good luck scootin' down the stairs, Scootaloo!" Apple Bloom called out tauntingly. "Remember, last one there is a flightless bird!"

The two giggled as they went down another hallway. Scootaloo heard but all she did was smirk as she already had a plan for getting down to the first floor. The main set of stairs students use to get from the first to second floor was located and leads to the school lobby. In order to get down to the lobby a lot quicker, they would need to take those stairwells in order to get them there instantly. Figuring Scootaloo would have to stop and get off her scooter to walk down, Apple Bloom and Sweetie Belle went on their way to the main stairs in the center thinking they were very clever.

Scootaloo knew she could go down the center stairwell, but decided to take a detour knowing she had all the time in the world to reach the lobby. Speeding through the corridors, she then saw another flight of stairs leading to the first floor. Instead of stopping to get off, Scootaloo grinned and pushed on the floor with her foot harder and harder making her scooter go faster. As she got close, Scootaloo leaned to her left and jumped high in the air still gripping onto the handle bar and posing for style mid air. The deck of Scootaloo's scooter then landed on and grinds along the railings taking her all the way to the middle of the stairwell. Keeping herself steady, she jumps off and drifted on the halfway floor of the stairwell then jumps up high onto the railings again grinding all the way down until she reaches the first floor.

Miss Cheerilee, who was casually walking while steadily holding a bunch of test papers in her arms, found herself spinning around profusely as Scootaloo crosses by her causing Miss Cheerilee to drop every piece of paper now flowing all over and onto the ground. After coming to a steady stance, Miss Cheerilee shakes off her dizziness and glares at Scootaloo already speeding down the hall.

"Scootaloo! I told you a hundred times, no scooting in the halls!"

Contrite, Scootaloo tries to continue on knowing she might have earned herself detention, but couldn't help but smile to herself feeling exhilarated after the stunt she had just pulled off. She continues riding her scooter all the way through the halls, passing by other students trying not to run into any of them. As she rolled into the main lobby, she slid her scooter sideways and skidded to a complete stop. She looked around for Apple Bloom and Sweetie Belle but they were no where to be seen, which meant Scootaloo had won the race.

"Woo-hoo!" She yelled taking her helmet off triumphantly. "Who's the flightless bird now?"

Feeling victorious, Scootaloo leans on her scooter and got out her phone to text her friends, letting them know she was at the center. She instantly got a text back from Apple Bloom. Raising her brow, Scootaloo read her friend's text confused by what's going on.

' _On the second floor. Meet us near Ms. Harshwhinny's class hurry!'_

* * *

While making their way to the main stairwell of the school, Apple Bloom and Sweetie Belle were nearly close to winning the race until Sweetie Belle came to a stop once they approached the stairs. She looked down the hall to her left inquisitively. Apple Bloom looked back at her just as confused.

"What are yer doing? We're about to win!"

Sweetie Belle turned back to her. "Did you hear that?"

"Hear what?" She said walking up to her.

"There it is again."

Apple Bloom didn't know what Sweetie Belle was talking about until she heard quiet sniffling and weeping noises coming from down the halls. It wasn't far from where they were. The two girls looked at each other, now recognizing what the sounds were. Someone was crying. Sweetie Belle and Apple Bloom follow the weeping sounds, until they reach an area of the school that was dimly lit as a blown out light bulb further down flickered every so often. Apple Bloom got her phone out and saw the text from Scootaloo saying she made it to the lobby. She texted her back asking her to meet them upstairs. The two could see somebody sitting on the floor against a locker near the outskirts of the dim area. At first glance they notices it was a girl. Their knees were locked together and their head buried in her arms as the person wept silently to themselves. It was Mystic Sprinkles.

The two saw the crying Mystic and approached her tentatively, standing right in front of and looking down at her.

"Hello?" Sweetie Belle said.

Still sniffling a bit, Mystic looks up at Sweetie Belle and Apple Bloom looking at her worrisome.

"Um, hi?"

"What's the matter?" Apple Bloom asked.

"Oh. N-nothing." Mystic wiped away some of her tears.

"Really? Then why were you crying?" Sweetie Belle asked.

She hesitated to answer. People at CHS haven't been very friendly or inviting towards Mystic ever since she started attending. What if they laugh at her over the reason she was crying? She wouldn't be surprised at this point, even though her memory wasn't the best. So, then how would she know that they'll laugh? Mystic was beginning to assume everything she did was amusing to the people here somehow. That was the only thing that seemed to stick with her in terms of memories for some reason. Sweetie Belle went up and sat down next to Mystic.

"It's okay. You can tell us," She smiled warmly.

"But, I don't know who you are. Why should I tell you?"

"Because we want to see if we can help somehow. I'm Sweetie Belle!"

"Apple Bloom, howdy there!" She tilted her head pretending to be her sister.

Mystic was confused. Why were they introducing themselves to her?

"You'll just make fun of me. Everyone here does."

"Everyone? How can that many people tease just one person?" Sweetie Belle said.

"Because, I'm different."

"You look pretty normal to us," Apple Bloom said. "You know, aside from the weird but fancy lookin' dress you got on."

Mystic looked at her then Sweetie Belle still smiling. Just then, Scootaloo arrived standing next to Apple Bloom.

"I got your text. Is everything alright?"

"We don't know," Apple Bloom told her. "We found this girl sittin' by herself cryin' and we're tryin' to figure out why. This is our friend Scootaloo by the way."

"Hi there." Scootaloo happily reaches out to shake Mystic's hand, but she was hesitant to return the favor.

"O-kay. What's your name?"

"M-Mystic Sprinkles," she mutters, locking her arms together and closing her eyes.

"Mystic Sprinkles? Cool!"

She looks up at them smiling and nodding with approval.

"Really?"

"Totally! It's such a lovely name," Sweetie Belle said.

"Um, thanks?"

"So, why were you crying, Mystic?" Apple Bloom asked.

She didn't why, but Mystic found herself explaining to the three girls what she'd been going through the past few days. It was hard for Mystic to express it all to the three complete strangers she'd just met. She was afraid they'd laugh and wondered if they were secretly conjuring a plan to trick her in some way. Instead of laughing or exchanging conniving glances, the three girls listened contently to everything Mystic told them. Everything from not fitting in, people teasing her, and her struggles remembering things about herself. Though she wasn't strong when it came to interacting, reading people's expressions was something Mystic could still pick up on, and these three girls so far appeared very sincere.

"So, you don't remember anything?" Apple Bloom asked. "Not where you came from or who you are?"

Mystic shook her head. "I don't know if I originally lived in Canterlot or somewhere else. All I know is that I woke up here and now I'm attending this school. Mystic Sprinkles isn't even my real name. At least, I don't think it is. It was just the only word I can gravitate towards."

"What if Mystic is your real name?" Sweetie Belle asked.

Mystic shrugs then hugs her arms nervously.

"There's also these, dreams, I've been having."

"What dreams?" Scootaloo asked.

Flashing images of a hydraulic claw and an unsettling cackle echoing through her head. Mystic gripped her head. She struggled to describing what she was seeing.

"Um. Images, were I'm running away, from a man with a giant claw."

The three girls were confused and worried.

"Every time I think about that dream, there are these words that keep flowing through my head. Words like stole, trust, friend, magic, and betrayed. I-I think I might have stolen something from someone. I-I don't know anymore."

"You don't look like the stealin' or the betrayin' type," Apple Bloom said.

"And those dreams sound more like nightmares if you ask me," Scootaloo commented.

"It's been bugging me all morning. I can't trust anyone because of it. People keep saying I'm something or someone else and it just doesn't sound right!"

"Like who?" Sweetie Belle asked.

"Yeah? Whose been telling you this?" Scootaloo asked.

Mystic then told them about Thomas and what he told her. Thomas, a boy she's never met before, claimed he knew her and wanted to take her back to his home. Despite having no memory of her life, Mystic refused to believe Thomas. Especially after telling her she's actually a talking train engine that can generate magic sparkles by running on her own railway line. The way it was told to her sounded too outlandish to be true. The world she lives in now doesn't have magic or talking trains as far as she's concerned. How would there be another world beyond Canterlot High? Her memory and comprehensions were so bad she couldn't even recall events that happened to her last night or before. All she could remember were the vivid images of her running down the school hallways, a dream she seemed to be having a lot lately.

Not knowing if these words of dreams were true or not, she found it much harder to trust anyone who tried convincing her of what she is or what she did; like they were all just taking advantage of her distressed memory issues and though they can trick her into believing them. She thought about all the words told to her. Betrayal, talking train, magic. Both her dreams and Thomas both made claims that involved magic somehow. But Mystic didn't feel like she stole anything from anybody. And if that's the case then maybe Thomas was also wrong about her being at talking train. If it doesn't feel right then it can't be true. So, she ran away from Thomas having had enough of everyone playing tricks on her.

"But Mystic, what if Thomas is telling the truth?" Scootaloo asked.

"What? That I'm a magical talking train from another world? That's just, weird, right?" she asked looking over at Sweetie Belle.

"It does seem a bit un-orthodontist," Apple Bloom said using the term wrong.

"You mean compared to all the crazy stuff that usually happens here?" Scootaloo said.

"She said a bunch of students have been teasin' her. Maybe this Thomas fella was just doin' the same."

"I'm pretty positive he was," Mystic said. "I mean, you're right, Apple Bloom. I don't feel like I'd ever steal anything. So then, I was right to believe he was also making up stories about me too."

"What happened after he told you all of that?" Sweetie Belle asked.

"I don't remember," She said shaking her head frustratingly. "I remember blacking out after he said I'm a magic train. Then I woke up and ran away. That's when I came to this spot and started crying, assuming he really was teasing me too."

"How did you black out?" Scootaloo asked.

She sighed heavily. "...I don't remember."

Mystic felt she was gonna tear up again. "Why is everyone in this school so mean? I just want to belong. Is that so much to ask? Sure, I have trouble remembering things, and maybe I don't know what a 'cell-phone', or a buns N burner, or a caffeeffe area is."

Apple Bloom and Scootaloo share glances, guessing she meant cafeteria.

"But I don't see any reason to be so condescending. Everyone I've met has either teased or made up stories about me."

"but we're not teasing you," Sweetie Belle said kindly. "Which means not everyone at CHS is mean to you, because we don't wanna be!"

"I, guess so."

"Have you ever thought maybe you were just lookin' fer the wrong type of friends?" Apple Bloom said. "Ah can't imagine _everyone_ in CHS has been mean to yah. Isn't there one person here who was nice to you? Someone you've met who's been real friendly at all?"

Mystic thought for a long time, having issues matching faces she had just seen recently. There was this weird girl she met in the library, she seemed pretty friendly at first. A girl who showed her around Canterlot High, and then there were those other girls who were with Thomas. Mystic was having trouble remembering them all of a sudden. They all seemed on board with his nonsense about her being a magical engine though, and assumed they were only in on the joke too. Friendly was not a term Mystic was familiar with. She didn't know there was such a definition to describe being nice to others. This made her nearly cry again upon realizing but instead tried with all her will to hold back her tears, which started building up within her again. She didn't want to be seen crying in front of the girls.

The three girls noticed Mystic trying not to cry and looked at each other worrisome. Students at Canterlot High were usually always so inviting. Has no one at CHS really been friendly to her at all? They were upset for Mystic now. Sweetie Belle sweetly placed her hand on Mystic's shoulder for comfort. Flinching at first, Mystic looks over at Sweetie Belle smiling sympathetically. She tried to muster a smile back in return; now knowing why she felt so comfortable all of a sudden even though she was showing tears. It was clear to them that Mystic truly did seem alone in this school. A person who has no idea who she was, lost and confused, afraid to open up and without anyone to lend her a hand. It was then that Apple Bloom came up with an idea after stroking her chin for a good second.

"Hmm, are you thinkin' what I'm thinkin'?" She asked her friends.

Everyone looks at her.

"A poor distressed girl, all lost and alone, and doesn't know who she is. It sounds to me like Mystic Sprinkles is in need of some guidance. From a group that can show her the way and help in findn' her place in this school. This is a job, fer the CMC!"

"What?" Scootaloo asked confusingly.

"That's what we'll do fer our club. We can help those who feel lost and alone, who don't know where they belong or discovered their true callin'. Someone like Mystic Sprinkles!"

"Hey, yeah! That's an amazing idea, Apple Bloom!" Sweetie Belle said excitedly.

Even Scootaloo was on board with the concept the more she thought about it.

"I-I don't understand?" Mystic said.

"We're gonna help recover your memories by seein' what you're good at or what you like," Apple Bloom stated. "The more activities we do, the more your memories will start becoming clear again. That way you'll finally find out who you really are!"

Mystic gazes at the floor puzzled then back at Apple Bloom.

"Will that work?"

"It's a start in the right direction," Scootaloo said. "So then, what's our club name gonna be?"

Apple Bloom, Scootaloo and Sweetie Belle pondered for a long time trying to come up with a good name that fits the club's initials. What works with CMC? Crusaders was required to fit in there somewhere too, which made it a lot harder to pick a name that sounded good. Sweetie Belle looked around her surroundings, then at Mystic Sprinkles looking at them perplexedly. She beamed the second she thought of a good title for their name, or rather a good enough title.

"Ohh, how about the Canterlot Mystical Crusaders! In dedication to our new friend Mystic Sprinkles, and our very first customer!"

Mystic was put off a bit. "New, friend?"

"That's right," Scootaloo winked. "You're our friend now, and we're gonna do everything we can to find out who you really are and where you belong."

She didn't know how to respond. Why were these girls acting so friendly and helpful? More so, why would they bother to name a club after her? What was a club even? Was it like what Apple Bloom described, a group of people who help those in need?

"You girls don't have to do this, really. I'm not worth all that trouble."

"What trouble?" Sweetie Belle asked. "Your troubles? 'Cause that's what we wanna solve."

Scootaloo and Apple Bloom both held out a hand for Mystic, smiling warmly while waiting until she excepts their offer. She stared confusedly at them. This was a first for anyone to be acting this nice to her. Even though Thomas and those other girls appeared to be nice, she saw through what she presumably appeared to be some kind of trickery before falling for it. It was still such a strange feeling, being treated like a friend. Is this what it felt like?

"Why are you doing this?"

Apple Bloom beamed. "Because, that's what friends are for."

Mystic felt another strange sensation. Although there were tears raining down from her eyes again, she didn't feel or appeared sad, but very happy. Happy that these three girls she had just met are the first of anyone she can think of to treat her this nicely, who offer her a helping hand. Who although can't relate with what she's going through, can still understand and are willing to find a solution to her crisis. Gratitude, that was the word flowing through her head now. She didn't question why they were being so nice and eager to help her anymore. Mystic was grateful, to have finally made three new friends.

Trying to rid her repetitive tears away, Mystic reaches out and grabs on to both Scootaloo and Apple Bloom's hands, pulling her back up to her feet.

Sweetie Belle got up too and started jumping. "Yay! We're gonna help Mystic with her memories!"

"Then It's official," Apple Bloom smiled.

Apple Bloom places her hand out in front of her. Scootaloo does the sane placing hers on top of Apple Blooms, and then Sweetie Belle's on top of Scootaloo's. Finally, after picking up what the girls wanted her to do as well, Mystic Sprinkles gingerly places her hand on top of Sweetie Belle's. Everyone beamed as she did, making her smile along with them.

"The Canterlot Mystical Crusaders are now in full effect!" The three girls said in unison.

All of them raise their hands in the air cheering happily as their new club has been officially formed. It was hard for Mystic Sprinkles to think of another word that describe how she was feeling right now. Now that she had made three new friends who want to help her fit in and find out who she is, Mystic felt a new sense of joy she never felt before. Acceptance.

* * *

 **To Be Continued.**


	24. Chapter 23: Meeting The Steam Team

**For those of you that actually do read my notes portion of the chapter, I have some announcements to make. It's becoming more current that I haven't been uploading on dates that I've lead you all to expect a chapter to release on. Starting a new semester in college and some personal issues have unfortunately delayed this chapter from finally getting finished on time. Unfortunately, this will continue to happen further down the road. So, I'd like to make this as clear as I can.**

 **I'm not ending the story anytime soon, but you can expect the next few releases to take a lot longer to publish; meaning that you wont always get the next chapter within the next week like usual. I will try to uphold my habit of releasing them as soon as I can but I also can't make anymore promises on when exactly they'll come out. So if you find that I haven't been posting in a while, just be patient and know that I am still working on the next chapter and still plan on releasing it as soon as I have time to finish writing and publish it.**

 **For those that are reading this thank you for understanding, and hope you're in for a much longer chapter where The Steam Team and Humane 7 all get to know each other a little more. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 23: Meeting The Steam Team**

The Engines and the Girls were all introducing themselves and getting to know each other. Thomas' friends arrived to Canterlot High after Sir Topham Hatt told them to go look for him, not knowing that he was in another world or that the other engines already knew this. They found Thomas and themselves in Canterlot, where they all agreed to stay with him until a solution is made to figure out how to restore Lady's memories. In the mean time, Thomas' friends from both Sodor and Canterlot High all got together to greet and began introducing each other.

"So, It wasn't you who saved me?" Henry asked Fluttershy.

Fluttershy shook her head. "Mm-mm. I may not be an angel, but I do have an adorable little bunny named Angel."

"That's nice. But, I guess I was sort of close then."

"In a way. I'm sorry you thought I was an angel, but it really was just Thomas who stopped the Gold Dust. You're very lucky to have a friend like him. Someone who's always looking out for you and his friends."

"Yes, I am," Henry smiled. "He is a very good friend. That's why all of us knew we had to look for him. Good thing we did find him right away or else I could've ended up like my other friend, Duck."

"Are you sure you're feeling better?" Fluttershy asked. "You looked like you were in an awful lot of pain."

"I am, thank you for asking. In fact, I haven't felt this good in such a long time. It's like I can't even remember the pain I used to have back before I got my special coal and parts replaced."

"Oh my," she said concerned. "What did you need special parts and coal for?"

He explained to Fluttershy his condition before being rebuild in a new shape. Long ago he had trouble producing steam to make him work due to his small firebox. He had to use welsh coal which burned a lot faster and produced more steam. After an accident involving the Flying Kipper, Henry was taken to Crewe where they rebuilt and gave him a bigger firebox so he wouldn't have to rely on special coal all the time. Though he still needed some most times and eventually more parts on him made Henry ill still, which meant he was often needed to be repaired or have parts replaced.

"That doesn't sound good at all. Are you always needing special parts to work properly?"

"Yeah," Henry said rubbing the back of his head. "But, I haven't had any problems recently so that's a good thing, right?"

"Mm-hmm," Fluttershy nodded happily.

Catching him by surprise, Henry felt something nudge his leg and looked to see it was one of Fluttershy's pets. A brown cat brushed against his leg purring happily. Henry didn't know how to feel about this but admired the cat either way. A bunch of her other animals hidden away in Fluttershy's backpack earlier gathered near the two. Fluttershy giggles and takes a seat on the ground to play with her pets. She takes Angel Bunny and starts cuddling him. Then she notions Henry to take a seat by patting the ground in front of her.

Henry wanted to join but didn't quite know how to sit himself down. He hadn't gotten adjusted to being a person yet and wasn't sure how to move his legs. But he didn't want to look awkward or disappoint Fluttershy by just standing there and not doing anything. So he tried placing himself on the ground by stretching one leg out and bending the other to lower himself down. Losing his balance, Henry grunts as he hits the ground landing flat on his behind. Henry reassures a concerned Fluttershy he was okay much to her relief. The two sit there for a while as Henry watches Fluttershy cuddling Angel and her other animals simply wondering around curiously. More animals, this time some birds and a guinea pig, fly on top of and climbed over him. Fluttershy smiled while she watches Henry anxiously examining the rest of her animals.

"Thomas told me you liked animals. You even have your own forest."

"That's right. It's such a wonderful place."

Fluttershy beamed until Henry continued.

"But, I sort of like being with animals more from a further distance. You know, when they're not this close."

Much like Thomas, Henry's never held a pet before. He didn't quite know what to do with one or what to make of them all, and was a little nervous to be around them. Fluttershy noticed this and thought of away to ease his worries.

"Do you wanna hold him?" she asked holding out Angel to him.

Henry froze and looked at Fluttershy's bunny. He didn't know if he should or not, or if he wanted to.

"It's okay. He won't bite."

"Does he always bite?"

"Not at all. But he does get rather cranky sometimes, don't you sweetie?"

Angel looked back and glared at Fluttershy then back at Henry.

"Oh. Um, oh-okay," He said hesitantly.

She passes Angel over to Henry who held onto him with his arms stretched away from himself.

"There, I held him," he said nervously.

Angel glares at him.

"Um, why don't you bring him in a little closer, sweetie. There's nothing to worry about when your holding adorable little critters."

Henry gingerly brought Angel in a little closer to him. Once he was now pressed against him, Angel nuzzled his chin happily at first making Henry flinch. But as soon as he realized how nice it made him feel, Henry started smiling then laughed a little as his fur tickled his chin. Fluttershy beamed watching the other animals all gather around Henry. He was no longer anxious around critters as he embraced their comfort with the cat, guinea pig, and some birds still crawling around him and all were having a fun time.

Fluttershy giggled. "You see, they're not bad at all."

"Yeah. I like your animals, Fluttershy," Henry smiled.

* * *

"Howdy there. You must be Toby," Applejack said offering her hand to him.

"Oh, hello. Who are you?" He said excepting the offer.

"Name's Applejack."

"Nice to meet you, Applejack. So, Thomas has told you about me huh?"

"He told us about all ya'll. Said you were some kinda tram engine back on Sodor."

"Yup, that's me; Toby the Tram Engine," he chuckled meekly.

"Neat. So, what's that like? You know, bein' a tram and all. What exactly does a tram engine do?"

Toby hesitated for a moment. Aside from being uniquely square, there wasn't much that he knew off the top of his head that made him being a tram engine really special. He knew he wasn't strong or fast, but he didn't want Applejack know that he's really some what of a fragile tram engine; one with a very low water tank and coal intake. He couldn't go really fast or pull a heavy, long load of trucks. Instead of listing all of his qualms, Toby took the chance to make a better first impression by telling Applejack only a few half truths to his abilities in order to impress her.

"Oh, it's, uh, great. I pull a coach called Henrietta on Thomas' branchline, occasionally work in a quarry, and deliver goods to different locations such as farm houses and castles."

"Whoa. Now that is some tough work you got goin' fer yah, specially workin' in a quarry. Must take up a lot of strength pullin' heavy loads of rock."

"It sure does. But, luckily, I'm one of the more stronger engines on Sodor, which is why Sir Topham Hatt once left me in charged of the quarry for a bit."

"Really?" Applejack said intrigued. "You're that good with haulin' heavy loads?"

Toby noticed her interest peak and continued to tell half the truth about his abilities.

"Y-yes. In fact. I'm so strong I once had to push Gordon up a hill." Toby started chuckling, "He says he's one of the strongest engines on Sodor, but he can't even pull the Express train up his own hill."

Applejack joined in with Toby as the two laughed for a bit then continued talking to each other.

"He kept on doubting me too. Calling me a slow coach, an improper engine. But I showed him."

"So, you were able to push a big engine and some coaches up a steep hill?"

"Yes, in deed," Toby said proudly.

Though this was an event that actually happened, Toby's forte slowly began to decline over the years, not being able to pull as many trucks or go as fast like he could back in the day. If he were asked to push Gordon up his hill again he wouldn't have any strength left to do so anymore. Applejack didn't know this and Toby kept it that way. She then came up with an offer for Toby and his friends.

"In that case, Thomas told me workin' makes ya'll feel real useful. I'm sure you and yer friends would be a real help back on mah farm. If you're as strong as you say, then maybe Sweet Apple Acres could use a couple of extra hands to lend around the farm; seein' how ya'll are stayin' in Canterlot fer a while that is."

Toby chuckled hesitantly. She wasn't really going to let him work on her ranch, is she? If Applejack does, she'll see that Toby really wasn't as strong as he made himself out to be.

"Good luck convincing James or Gordon to work on your farm. Those two will never do anything that gets them dirty. Probably Gordon if you convince him he isn't able to, but he can still be pretty stubborn about."

"Oh, it won't take much convincin'. They can be sure of that. Ah know a thing or two about bein' stubborn. I'll have those two harvestin' apples and herdlin' pigs before they know it."

"Well, we're also not quite use to these bodies yet either and we certainty don't want to cramp your style. None of us have actually worked on a farm before. We've just delivered goods to them."

"Don't mean you can't learn to. How's about ah show yah what bein' a farmer's all about, if that helps at all. Sure, it'll take a lot more outta yah now that yer people and not engines, but it gets a whole lot easier once you know what yer doin'. Whaddya say? Offer's there if that's okay with you and yer friends."

Knowing he may not be good enough to learn how to work on a farm, Toby could tell how sincere Applejack was in her offer. She was more than happy to teach him the basics of working on a farm. But what if she sees how weak and slow he really was? Then she'll know that Toby really isn't as strong and won't like of him anymore because he's old and delicate. He didn't want to Applejack to dislike him for those reasons, but he also didn't turn down her offer either. Deciding to be polite about it, Toby thought about working on Sweet Apple Acres then gave Applejack a warm smile.

"Sure, Applejack. I'll give it a try!"

Applejack smiles back then leans her elbow on his shoulder.

"Now that's what ah like to hear. Yer alright, Toby. With a little time and a lot of roughin' it, ya'll will fit in just fine here."

* * *

James was examining his appearance disappointed that his bright red paint is gone and replaced with some red clothes. The red colors weren't gleaning and bright like they were when he was an engine. How was anyone suppose to see what a fine engine he is if he doesn't have shiny red paint to show off? The problem for him is, he's not longer an engine, and the red clothing is all he has to work with. Rarity approached James next after talking with the others noticing him looking over himself.

"Oh, this won't do at all. I was just a splendid red engine moments ago. Now look at me. These clothes simply aren't shiny enough to make me look really useful. How is anyone suppose to see how grand I am if the clothes I'm wearing aren't bright and booming like my once beautiful red paint?"

"Hello. It's James, right?" Rarity asked.

He looks over to Rarity. "Yes. Who are you?"

"Well, since you asked," she said bouncing her hair. "I am Rarity, your number one proficient fashion expert in all things style, grace, and elegance."

"Oh, nice to meet you, Rarity. You're an expert in clothes?"

"That's right. Forget asking anyone else because there's no other quite like moi when it comes to the latest fashion trends."

"In that case, would the clothes I'm wearing right now count as anything falling under whatever it is you're an expert at? I mean, are they considered 'splendid' here?"

Rarity examines James' clothing, looming over him from top to bottom and side to side. Then stood in front of him to give Jame her full critique.

"Hmm, the red leather sweater jacket was trendy at one point but no more. The black and red contrast is fine enough, but a little too edgy. But that's just me of course," She giggled then went back to explaining. "Let's see. Oh, yes. The pants have nothing going on and the gold belt makes the saturation of this ensemble mucky and out of date."

"Mucky?! Out of date?!" James exclaimed.

"Yes-yes. I can see Thomas wasn't the only one in need of a new make over."

"It's that bad?"

Rarity saw how distressed he was and smiled tying to reassure him.

"Well, certainly not on you if that's what you're worried about. But if you want my expertise in fashion, I'd say your attire is the most well put together out of the bunch. I will admit however that Gordon and Thomas have a somewhat unique look. I only remark this because I was the one who picked out Thomas' clothes. So, of course I know what I'm talking about when I say they look absolutely divine just the way they are."

James scratched his head quizzed. "But, you said my clothes were out of date?"

"They are. I can't be the one to judge, though it's highly recommended you consider my outlook, however you decided to present yourself is completely up to you. If it embraces the best part of yourself then that's all anyone needs to look and feel presentable."

"R-really?"

Rarity nods. "Which reminds me, I'm going to need a lot of fabric to stitch up some new garments for all your friends here."

"You mean, you're going to make new clothes for us?"

"In deed I am, darling. Seeing so many of you in these lack luster clothing just begging to be embellished by yours truly is the perfect opportunity for me to indulged in the male swathe side of fashion. And let me just say, it is going to be the most marvelous endeavor I have ever experimented with!"

After everything Rarity told him, James had an idea.

"Now I'll need to get started as soon as I can. Who knows how long you'll be staying in,"

James leans in on Rarity cutting her off.

"Oh please, Rarity! You have to make me look splendid again! I don't want to be out of date. I want everyone to adore my red coating and say what a really useful," James paused realizing he wasn't an engine then continues. "If you're the only one who knows everything about clothes, then I need you to make me the grandest most presentable person in this city. Will you help me with this?"

Rarity smiles confidently. "You've come to the right gal."

James beamed while sighing in relief. "Thank you, Rarity! I can't wait to see what you come up with."

"Neither can I!" she chuckled, already thinking up some ideas.

"That James can be a real mixed bag sometimes," Edward joked to Twilight Sparkle.

* * *

Thomas and Percy were still catching and discussing what's been happening on Sodor and at CHS. Then Percy turned his back to see Sunset Shimmer standing behind him after feeling something tapping his shoulder.

"So, you must be the famous Percy. Nice to finally meet you. I'm Sunset Shimmer."

"Hello, Sunset Shimmer. Am I really famous here?"

"Only to Thomas," She smiled, "He's spoken about you once or twice."

"Really?" He smiled. "Wait, he didn't tell you about the time I got a crossing signal confused with a backing signal, did he?"

"Um, not until you just did. He did say something about a monster on Sodor or something."

"Oh. Why did he have to mention that?" He muttered to himself.

Thomas chimed in. "Wow, this is great! Both my best friends have met and everyone's getting along. Asking my friends to stay was a good idea after all."

"Wait, both best friend?" Percy said raising a brow.

"That's right. Sunset Shimmer is my new best friend from Canterlot."

Percy felt his heart drop a little. "What? But, I thought I was your best friend?"

Thomas chuckled. "You are, Percy. My best friend from Sodor. And If I'm going to have a best friend on Sodor then why not have one here two? So, I asked Sunset if she'd like to be best friends!"

Sunset beamed as Thomas wrapped his arm around her.

Percy slouched in dismay. "Oh, okay. That makes sense I guess."

"Percy? What's the matter? Are you okay?" Thomas asked.

He shot them a meek grin. "I'm just glad you've made good friends here, Thomas. At least you weren't alone when trying to find Lady."

"Thank you, Percy. If we're here long enough maybe everyone else will make a new best friend with each other too, even you!"

"Heh-heh. Yeah."

"You sure you're alright? You look bothered by something?" Sunset asked.

"Nope. Not bothered at all."

Thomas smiled assuming Percy really was fine but Sunset grew concerned. Percy appeared as though he was forcing his grin to stay up.

"Thomas, you're not going to believe what Twilight told me," Edward said going over to the three friends.

The two then join Edward and Twilight Sparkle while Percy stood and watched Thomas and his new best friend get caught up in the conversation. Thinking they weren't paying attention to him, Percy grew more disheartened after hearing Thomas state that he had a new best friend in Canterlot.

Thomas and Percy have always been the best of friends though. How could he find another one so quickly from this world? He wanted to tell himself that he was silly for getting so worked up about it. Thomas did say Sunset Shimmer was his best friend from Canterlot after all, and that he was his best friend from Sodor. Percy remembered a similar misunderstanding when he thought Thomas replaced him for Belle and Flynn the rescue vehicles as his new friends. Although, it was only Thomas being friendly in welcoming them to Sodor seeing as how it was their first few days there. However, he explicitly said that Sunset was his new best friend. Did that mean he was no longer his best friend, or his only one? After watching them talk for a few seconds, Percy sighs and turned away from the group; the feeling of neglect looming over him. Sunset looks back at him worrisome as Percy walks away. She was hoping her and Thomas being best friends wasn't the reason Percy was upset, but it obvious to her that this was in deed the case.

Percy stood near by while he watched everyone talking and laughing with each other. Thomas was right, they all did seem to be getting along great. Everybody had someone to connect with. Henry and Fluttershy, James and Rarity, Toby and Applejack, Twilight Sparkle and Edward, Thomas and Sunset Shimmer. Percy slouched thinking about if he really did lose his friend to someone else. On top of that, there wasn't anyone here that Percy could really connect with the same way all of his other friends did.

"Hi, I'm Pinkie Pie!"

Standing right next to him was Pinkie Pie smiling amiably with her arms behind her back.

"Oh. Um, hi. I'm,"

Pinkie interrupts and turned to offer him her hand. "You're Percy, The Small Green Engine From The Island Of Sodor Who Pulls The Mail Train. Nice To Meet You!"

Percy was a bit bemused at first before excepting her offer. Reaching with the wrong arm, Pinkie Pie vigorously shakes his arm which left him feeling a little dizzy when they finished, but then recovered quickly.

"Do You Like Parties And Eating Sweets?"

Percy recovered by shaking his head. "Oh, I love parties! Especially ones that have lots or pretty fireworks."

Pinkie gasped. "Me Too! Wow, We Have Soooooooo Much In Common!"

"But, I've never eaten sweets before."

Pinkie gasped even louder. "That's Right! Tank Engines Don't Eat Candy!"

"Well, there was this one time I crashed into a chocolate factory and came out the other side covered in gooey chocolate pudding. Other than that,"

Pinkie Pie had blanked out after Percy mentioned his trip through the chocolate factory and getting covered in pudding. She interrupted him again while squeezing his cheeks together.

"You, Are, So, Lucky!"

"Not really. It was kind of gross," he muffled.

"We Need To Get You Some Chocolate, Stat!" She said letting go of him. "As Soon As I Get My Hands On Some Candy. Oh, Wait!"

Pinkie digs through her hair and pulls out a chocolate bar, peeling a bit of the wrapping off and holding it in front of Percy.

"Here, Try Some Now!"

Percy looks at the chocolate bar than at Pinkie Pie. Taking the bar, he hesitates for a few seconds staring at the bar then back at Pinkie again, who still retained her friendly smile as she eagerly awaited him to take a bite. Percy brings the bar closer to his mouth and takes a small bite anticipating for whatever happens. Having never eaten anything in his life, there was no knowing what would transpire after he took a bite out of a chocolate bar. The square piece breaks off from the rest of the bar remaining held under his teeth. The chocolate enters his mouth and he begins to chew. Not even two munches in did Percy stop eating. His eyes lit up and a kaleidoscope of bright colors circled all around him.

"This Is Amazing!"

"Really?!" Pinkie beamed with pure joy. "You Abso-Tootly-Lutely Like It?!"

"I Do! I really do! It's like an burst of good feelings filling me up with so much energy."

Percy took another bite and chomped it down. Then he hands the bar back to her but Pinkie rejects.

"You Can Finish It. Consider It My Welcome Present!"

Percy smiled then continued eating the rest of the chocolate bar while the two friends continued talking. It was then after watching him eat the rest of her bar that Pinkie Pie got the urge to ask her new friend a question. Hiding her arms behind her back, Pinkie bashfully teetered on her heels then she asked him the question.

"Hey, Percy. Do You Wanna Be Party Pals?"

Percy paused his eating. "Party pals?"

"Yeah, Party Pals. Two Pals Who Like Parties!"

"Sure. Um, what do party pals do?"

"Exactly What The Title Says! We Have Parties, Eat Lots Of Sweets, Have Even More Of Parties, Eat More Candy, And All Around Have An Amazing Honest To Goodness Stupendously Fantastical Time!"

"Oh? Okay, I guess I could give that a try."

"Atutut," She waved her finger, "Before You Accept, You Should Know That Being A Party Pal Takes A Lot Of Responsibility. You Have To Eat Every Single Piece of Sugary, Chocolatey Candy, Help Host Every Party That We Have, And Make Sure Each And Everyone Of Your Friends Is Happy, Laughing, And Enjoying Each Others Company. Can You Handle All That? And Do You, Percy The Small Green Engine, Humbly Swear That We'll Be Party Pals Forever No Matter What?"

"Y-yes?"

"Promise?"

Percy stares at her blinking his eyes quizzed.

"Cross Your Heart, Hope To Fly, Stick A Cupcake In Your Eye?!" She said lodging her fist in her eye.

"Well, I'm not sure about the cupcake in the, eye?"

Percy stopped talking after Pinkie's pupils grew big like puppy dog eyes and stared at him while her lips quivered and forearms locked together. This girl definitely had a lot of energy, which almost puts off Percy at first. But seeing her so genuine with her offer softened him to Pinkie's enthusiasm. He didn't like seeing her look so upset. After exhaling a sigh, Percy smiles back at her.

"Yes. Cross my heart and hope to fly. S-stick a cupcake in my eye." He closes he left eye as he places his fist on it.

Pinkie Pie inhaled. "Yippee!"

Bursting with full happiness, Pinkie Pie jumps in the air and cheers while remaining stationary in the air. Landing back down, she hops, skips and bounces all around Percy cheering and chanting their new friendship while he smiles watching her jump all over the place. Pinkie then stops jumping around to grab hold of Percy and hugs him tightly.

"Hey Everyone, PERCY AND I ARE PARTY PALS!" She screamed. "Woo-hoo!"

Everyone smiles, chuckles and cheers looking over at Pinkie Pie and Percy. She hugged him so tight Percy almost couldn't breathe under her grasp. He begged her to let go but all Pinkie did was happily continue holding onto him, even lifting him off his feet. She did loosen her grasp a little bit however, making it easier for him to breathe. And all Percy could do until she let's go was just smile while the two of them remained embraced in a newly made friendship hug.

* * *

"And apparently, that's how both our worlds are connected," Edward said.

"Really?" Sunset said intrigued.

"I'm sorry, I still don't really know what's going on," Thomas said.

"We were just talking about how both our worlds seem to be connected," Twilight smiled. "To put it scientifically, Lady was somehow able to use magic to create a patulous aperture allowing for the use of cross dimensional travel through means of an elemental passageway, aka the Magic Railroad. While the disposition between yours and this Shining Time universe seem to be almost anfanglos, it doesn't explain how our world ended up connected to the Magic Railroad if it never resonated during it's inception."

"Anfanglos?" Thomas said.

"Without any beginnings. The Magic Railroad seems to act as a force of nature that came into existence on its own. It was able to form its own nucleus around the two worlds making them interconnect with each other. But if my proposition is accurate, Lady only came into existence after the matter. She was never the one who manifested a correspondence between Sodor or Shining Time."

"How do you know so much about this?" Edward asked. "You're really smart, Twilight."

Twilight giggled bashfully. "Well, based on what Thomas told me and the research I gathered from studying Gold Dust, I'm able to quantitate the existence between the correlation and dependence surrounding Gold Dust, the Magic Railroad and the worlds connected to it."

"So, Lady couldn't have created another portal that leads to a different world before until recently?" Sunset said.

"That's right. Which leaves the question of how Lady can materialize a portal that lead specifically to this dimension, if it was never prevalent that she was capable of such a feat."

Thomas chimed in, still confused but wanted to input his thoughts anyways.

"Um, Mr. Conductor said something about the Sparkles being limitless. He also didn't even know that other worlds are connected to the Magic Railroad until I told him about it."

"I guess he wouldn't know how she used Gold Dust to create a portal either," Sunset said.

"Hey, yeah. Maybe the Gold Dust had something to do with it," Edward said.

"Looks like it. I don't think there's really any logic behind this one. She could've just used Gold Dust and thought out a portal that just so happened to bring her to Canterlot. Just like how we use Gold Dust to counteract the shadow."

"But why Canterlot High out of all the other possible universes that are out there?" Twilight said. "Why did it lead her here?"

"Only Lady knows that answer," Edward said solemnly.

"You wouldn't know if she visited our world at one point, do you Thomas?"

"No. I'm sorry," he shrugged.

"Regardless of how she found herself in Canterlot," Edward stated, "Lady managed to escape Diesel 10 and that Genie from taking away all of her magic. So, in a way, she really could have just created a portal out of her own whims at the spur of the moment."

"I guess so," Twilight said.

The four still pondered the reasons behind Lady's magic and what she's capable of doing with Gold Dust but eventually moved on to talking about other things.

* * *

"Hey, you're Gordon, right?" Rainbow Dash asked, approaching him next.

"Why, yes. Yes I am."

"Cool. Nice to meet you, I'm Rainbow Dash," she said offering him her hand.

"Hello, Rainbow Dash," Gordon said politely, though his arms remained crossed.

"Oh-kay," She said rubbing her head. "Um, hey did you know I'm captain of every sports team at CHS?"

"Every team?"

Rainbow Dash nodded proudly.

"Hmm. Quite Impressive, Rainbow Dash. Back on Sodor I pull The Express."

"Whoa, sounds important."

"It is. No other engine can pull the Express quite like me you see. Only the fastest, strongest, and grandest of engines are able to do so. And I fall under all those requirements to a tee. Even Sir Topham Hatt knows I'm the fastest thing around, which is why he should only have me pulling the Express."

Rainbow Dash snickered to herself. Gordon looks at her.

"Something funny?"

"Oh, nothing. I just thought you were joking when you said you were the fastest thing around."

"I wasn't."

She chuckles again. "Yeah, sure you were."

Gordon glares at her.

"Maybe on wheels you might fast, but no one can keep up with me once I take off. You could say I dash in and out like a light."

"Wheels or no wheels, I will always be the fastest. Even on these nimble legs I can out run anyone one, including you."

Rainbow Dash proudly held her Geode locket out for Gordon to see.

"You see this? This is a magic Geode crystal that lets me go faster than even a speeding train. Which means, and I'm sorry to break it to you, that technically makes me the fastest person ever."

"Rubbish. You're only fooling yourself for thinking you can out run a speeding train, regardless of whatever magic item you have."

"Are you kidding? I can sprint out of this conversation to get a bite to eat and back within a blink of an eye, and you wouldn't even notice!"

"Huh, you can never hope to match the kind of speed a grand engine such as myself can preform. So, go ahead and think that you're the fastest all you want because the real expert at speed says you're not."

"Okay. Your call," She said complacently.

Gordon was fuming. Rainbow Dash had her back turned and twirled the locket's string around her finger.

"Yup, when it comes to who's the fastest, it looks like I got you beat."

To claim that she was the fastest around when standing right in front of her was the true fastest thing ever, Gordon thought. He watched with contempt as Rainbow Dash twirled her magic Geode. If she was so fast, why did she need that magic artifact then? It was then Gordon stopped steaming and began smirking.

"I didn't know you needed magic tricks to call yourself the fastest person ever."

Rainbow Dash stopped twirling her locket and froze, clutching her Geode back in her hand. Then turned around and piercing angrily at Gordon.

"What did you just say?"

"Oh deer," Rarity said.

Her and the others over heard Gordon and Rainbow Dash's conversation as they started listening with concerned to the exchanges thrown between the two.

"You can only call yourself the fastest because you wear that thing around your neck. Otherwise, without it you're no faster than a speeding engine," Gordon smirked.

It was Rainbow Dash who was steaming with anger now. Then she rush up and leaned in very close to him scowling at his haughty smirk.

"I can be just as fast without my Geode Crystal! How do you think I became captain of very team at CHS?"

Gordon then leaned forward in front of her. "Oh, I'm sure you can. Just like I can be as fast without my wheels. You may be a head of everyone in your school, but you'll unfortunately never be anywhere near faster than me, Geode or no Geode."

Composing herself, Rainbow Dash smirks after coming up with a clever idea to show him up.

"Alright, prove it. Let's go to the track yard right now and find out who the fastest out of the two of us really is."

"You mean, like a race?"

"What's the matter, Gordon? Afraid you're gonna lose?"

Gordon scoffed. "Not in the slightest. Obviously if anyone out of the two of us wins it's going to be me. I can run circles around you day in and day out. This race will do more than confirm it."

"Then do you accept the challenge?" She said offering her hand again.

Looking at her open palm, Gordon looks back at Rainbow Dash smiling assuredly at him. He does the same and this time accepts her hand shake.

"You're on!"

* * *

Everyone went to take a seat on the bleachers as they arrived at the school's soccer field. Gordon and Rainbow Dash lined themselves up behind a piece of white tape laid across a dirt track. The track was a bit muddy and was still drying up. Thomas and his friends sat on the left side of the bleachers while the girls sat on the right. They were curious to see who was going to win. Gordon would technically be faster if he was still an engine. Rainbow Dash had her Geode crystal to make her run really fast, but how fast is she without it? Would she be able to keep up with Gordon if he were still an engine? With no wheels and geode crystal aside, the two now had to rely on their natural speed to find out who is the fastest.

"Hold my Geode," Rainbow Dash said giving it to Fluttershy.

"Do we have to race on such a dirty path?" Gordon asked.

"Sorry, but there aren't any railroads to give you an advantage here," she mocked.

"I told you already, I don't need railroads. I'd just prefer if the track I'm racing on was a little bit cleaner."

"Who do you think is going to win?" Twilight asked Edward.

"Hmm, hard to say. I'd imagine Rainbow Dash would be faster if she has her magic rock. But Gordon is also one of the faster engines on Sodor. Take away both of those aspects from them though and it could be anyone's game."

"I should be down there racing too," James said. "I'm a fast engine as well you know. Quick and sleek, always on the move, the fastest red engine on Sodor."

"This is a race between Gordon and Rainbow Dash, James."

"They're just afraid I'll be too much for them. Understandable I guess. I'd be way a head of them before they even realize who's leading the race."

"Not everyone on Sodor is this arrogant, are they?" Sunset whispers to Thomas overhearing the conversation.

"Just those two," Thomas joked. "Most of the time, anyway."

Rarity stood aside where Rainbow Dash and Gordon were lined up and held a piece of fabric cloth in the air. The two leaned in positioned in a running stance ready to start sprinting down the track.

"Get ready to eat my dust," Rainbow Dash said.

"Get ready to see nothing but the number four," Gordon fired back.

"Are the contestants ready?" Rarity said.

The two pierced narrow eyed down the track tensely. Rarity begins the countdown.

"On three. One, two,"

Everyone was anxious. Who was going to win the race? Rainbow Dash, or Gordon? Rarity waves the cloth.

"Three!"

And with that the race had started, with Gordon being the first to take off. Thomas, Twilight Sparkle and their friends watched Gordon pass over the white tape. He was grinning with self assurance, fully confident he was going to win without even being given a real opponent to challenge him. Rainbow Dash however, didn't move yet. Instead she remained positioned while smirking at Gordon. It almost seemed too easy for him right off the bat. Running wasn't as hard as everyone and Gordon anticipated for him. The engines and girls were surprised so far. Gordon was making his first time running look easier than they thought. Then something unexpected happened, but not to Rainbow Dash's surprise.

Not even passing the white tape completely, Gordon found himself plummeting straight onto the ground; Unable to react on time as he fell face first into the muddy track. The bleachers went silent. All eyes stared at Gordon with his whole face buried deep in the damp mud. Just then, Thomas and all the other engines burst into laughter. Some of the girls snickered but were more worried for Gordon and wondered if was okay. Even Edward, who usually isn't one for laughing at others misfortune, found himself holding back a few snickers himself. Gordon the big blue engine, who always seems to put others down while bragging about how grand, fast, and strong he is, met karma once again in the form of a muddy plunge.

"Looks like Gordon's off to a muddy start," Henry joshed.

The engines laughed even more. Gordon tilted his head out of the dirt hearing all of his friends laughing at him. It became apparent what had just transpired and it all weighed him down even more.

"Ohh, the indignity!"

"How could you laugh at him like that?" Fluttershy stood up facing the boys disapprovingly. "Can't you see how upset he is?"

Henry immediately stopped laughing after seeing Fluttershy glaring at them all with her arms crossed.

"Trust me, Fluttershy," James said. "If you shared the same shed with Gordon you'd laugh too."

"Gordon could be seriously hurt. You should be ashamed of yourselves. Especially you Henry, I thought you were kinder than this."

Henry slouches, ashamed to have made Fluttershy cross with him. The other boys soon regretted their response after looking over to the other girls. Though not entirely cross, they did express some disappointment in them. Rainbow Dash went over to Gordon struggling to get back up but was having trouble using his arms to push himself and fell back onto his stomach. Gordon gazes up to Rainbow Dash standing over him and smiling confidently with her hands on her hips.

"Look at it this way, all I saw was the number on the back of your jacket, for a good four seconds."

She leaned down and offered him a hand to help him up. Gordon refused, crossing his arms and looking away from her. Rainbow Dash stared at him irritably. Looking back at her, Gordon groans and reaches for her hand coming to terms with his inability to bring himself up. Though he was a bit heavy, she helps Gordon to his feet at first unable to properly balance his legs as he struggled to keep himself standing straight. Rainbow Dash places her hands on his shoulders helping him re-balance his stance. Gordon proceeded to wipe off some of the dirt on his clothes.

"Seeing how Thomas had a rough start with just walking," Rainbow Dash said. "There was no way you'd be able to run without learning how to walk this early."

"You knew this and still challenged me to a race?" Gordon said.

"I had to teach you a lesson somehow. Honestly, I'm more surprised you didn't realize it sooner yourself. But since you like boasting about how great you are, I knew you were setting yourself up to crash and burn. As soon as we lined up all I had to do was wait and see what happened next. And just as I though, you ate it pretty badly." She crossed her arms smirking still.

"Well, what would you have done if I didn't fall? I bet you couldn't catch up with me then."

Rainbow Dash scoffed. "Please, I'm awesome. I would've caught up and ran past you no sweat."

"Is that so? Then how about we start over and see once again who's really the fastest!"

"Uh, sure, if you wanna keep on falling down for most of the race."

Gordon was about to object but then though over what she said and hesitated in his next response. He didn't know how to run. And if he challenged her to another race he'd just keep on falling. Or even worse, fall behind. How would that be a fair race at all? How was he going to race Rainbow Dash if he's not yet use to even the simple act of walking? Rainbow Dash saw through Gordon's confliction then approached him with an offer.

"Alright, here's what's going to happen. I'm gonna teach you how to be fast. So fast that you'll at least stand a chance of keeping up with me."

"You, want to teach me? To be fast?" Gordon said irritably surprised.

"Why not? If we're going to have a proper race, who better than the expert herself to get you started on the right path? As much as I like winning, there's no real challenge if my appointment keeps falling on his face and slacking behind."

Gordon crossed his arms skeptically. He didn't like Rainbow Dash appointing herself an expert at speed and wanted to show that he was really the fastest. Only he can't at the moment, and the person claiming to be faster than him is offering to teach him how.

"Come on, what do you have to lose?"

"My dignity."

She smirked. "Can't lose what you already lost. But take my offer, and you'll gain a chance to race me in an even match."

Gordon stared at Rainbow Dash thinking over her offer. The others watched wondering if he'll actually accept. Gordon never takes advice from anyone, why would he except being taught by someone claiming she's faster than him to train at being evenly matched against her? However, after thinking it over, Gordon groans and glares at Rainbow Dash.

"Fine. But I'm only doing this so that you'll see when our next race begins just how fast I am even as a person."

"Sure thing. Why don't we get started now since you're so eager?"

"Yes. Let's," Gordon then looked over his now muddy appearance. "Can I clean up first?"

Everyone got up from the bleachers and met around Gordon and Rainbow Dash.

"If you two are going to be training for the rest of the day, then maybe we should all start branching out," Sunset suggested.

"Excellent idea, Sunset," Rarity said. "I need to get started on stitching up new clothes for James and the others."

Applejack chimed in. "And ah gotta go to work today, which is a real shame. I really wanted to get to know ya'll some more."

"You all have work?" Thomas asked.

"That's right," Sunset said. "Some of us have after school jobs, including me now that I remember."

"I Don't Have Work Until Tomorrow," Pinkie said. "Which Means Percy And I Could Go To The Sweet Snakes Café And Eat All Of Their Deliciously Tasty Candy."

Then Pinkie Pie came up with an idea. "Hey! Why Don't We Each Bring One Of You With Us To Where We Have To Be? That Way We Can Still Spend Some Time With Each Other While Also Having Loads Of Fun!"

"Not sure you'd be interested sittin' around a smoothie store," Applejack said to Toby.

"I don't think I'll mind," he smiled.

"I'm free for today," Rainbow Dash said smiling at Gordon. "So we got more than enough time to get you started on training."

"Same here." Twilight turned to Edward, "I don't suppose you'd mind hanging out for a little bit?"

"I'd like that very much. Um, what are we hanging out from?"

"Oh, no," She chuckled, "I mean like spend some time together."

"Oh. I can do that too."

"I'd bring Thomas with me but I don't think my boss likes having visitors getting in the way of work," Sunset said.

"Thomas can always join us," Edward suggested.

"I know," Twilight suggested, "let's have Thomas, Percy, and Pinkie Pie tag along and we can all go to the Canterlot Mall together."

"We Can Go To The Sweet Snacks Café! And Thomas, Percy And Edward Can Eat As Many Candy As They Want!"

Thomas and Percy happily agreed with the idea.

"If I'm creating a new wardrobe for you, James, I'll need you to tag along so I can get the precise measurements to accumulate your new look."

"Count me in," He said happily.

* * *

Henry approached Fluttershy gingerly.

"Fluttershy? You're not still mad at me, are you?"

Fluttershy turned her back away and crossed her arms. Henry grabbed his arm shamefaced.

"I'm sorry, Fluttershy. It's just that Gordon can be a bit mean most of the time. You saw how he acted towards Rainbow Dash. That's pretty much how he acts around us all the time."

"Teasing him back doesn't make you the better person either. Do you always respond to him this way?"

"Of course, I don't. Not all the time, at least. It's just innocent fun. I knew he was okay. If there's anything you can praise about Gordon it's that he always bounces back. Oh, please don't be mad at me, Fluttershy. I really am a good engine."

She looks over her shoulder at Henry while pondering what he said. He tried grinning in hopes that'll convince her to forgive him. Then she turns to face him.

"I guess it was pretty funny," Fluttershy giggled. "Seeing Gordon talk a 'big game' only to fall down before passing the starting line does have a certain irony to it."

"Irony?" Henry asked.

"He expected the outcome to be in his favor. Gordon though he was really fast even without his wheels. But it turns out he still hasn't learned how to run yet, which caused him to lose the race that he claimed he was gonna win."

"Ah! I see what you mean."

Then Henry chuckled along with Fluttershy for a while. Then both teens looked at each other.

"Um, I better get going too," Fluttershy said stepping back a bit with her arms behind her back. "I promised some friends of mine that I'd meet them at the park this afternoon."

"Oh. You have more friends other than them?"

"Well, um, yes," She said shyly.

Just then, the two birds Hubert and Reginald fly in. Fluttershy holds out her fingers for them as they swoosh in and land on them. She grins back a Henry meekly leading him on to assume that the birds were her friends. Henry was confused at first. The two birds chirp something to Fluttershy.

"I'm sorry. I got caught up in something."

They chirp to her again.

"Right. Let's head over there together."

Henry couldn't believe it. She was talking to the two birds. And they were talking back.

"Are, are they the friends you're talking about?" He asked wide eyed.

"Um, yes. You don't mind that I talk to animals, do you?"

"No, I guess I don't."

She looked at Henry again. Not knowing why or were this sudden impulse came from, something about Henry made Fluttershy want to ask him something.

"Would you, like to join us, Henry?"

"You want me to go with you to the park?"

"Mm-hmm. Apparently Eugene is taking up all the trees and wont let the other poor birdies use them. We're going over to see why."

A little weirded out that her Geode Crystal allows her to speak to animals, Henry still smiled feeling relieved to see she's forgiven him enough to ask him if he'd go with her to the park.

"Yes, Fluttershy. I would like that very much."

Fluttershy giggled and her birds chirped happily.

The group was ready to leave and disbanded after gathering their things together.

"Alright, Canterlot Mall here we come!" Twilight Sparkle said.

"Yippee! Candy And Chocolate And Cupcakes Here We Come!" Pinkie bounced beside her friends.

Everybody branched off leaving in separate groups. Thomas, Twilight Sparkle, Edward, Spike, Percy and Pinkie Pie were on their way to the Canterlot Mall to check out the Sweet Snacks Café and a few other places. Sunset Shimmer, Applejack, and Toby were also going to Canterlot Mall but to start their after-school shifts. James and Rarity left to buy some fabric, Fluttershy and Henry went to the park, and Rainbow Dash and Gordon remained at CHS. But unknown to them, a mysterious looking man sitting at the very top of the bleachers watches as Thomas and all his friends walk off and exiting the soccer pitch. Within a flashing light, the mysterious, unknown figure with a cheeky looking grin, suddenly disappears.

* * *

 **To Be Continued.**

* * *

 **Because this chapter was really late, I'll give you all a little sneak peak to the next chapter. Here's what the title is going to be called. I'll let you draw your own conclusion as to what to expect.**

 **"Thomas & The Genie"**


	25. Chapter 24: Thomas & The Genie

**He's finally here. The one behind it all. The Genie. Or are they really a genie? Either way, they've finally revealed themselves to Thomas, and they has a few inquiries to offer him. Not much else I want to write here except I hope I wrote the Genie character just fine. Without revealing any spoilers, I did borrow a couple of character traits from another existing character from the two shows/movies and applied them to this character. But who exactly is this stranger? Whether I made it too obvious or not, there's a mystery to this magical person that'll continue to loom over our heroes for a good while. Will we find out who they are here and now, or will they continued to toy with Thomas until he's too baffled to question anything that this 'Genie' can do? Hope you enjoy the chapter and stay tuned for more. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 24: Thomas & The Genie**

Outside the west end of the school building, Diesel 10 impatiently paced back and worth, waiting for Splatter & Dodge to arrive with Lady. The engines he ran into on the Magic Railroad were now somewhere in Canterlot High and he had no idea where. How did he lose a whole pack of steam engines who had little time to make bare of their surroundings and escape? Even more curious, what kept preventing him from using Gold Dust on them? Every time he tried using the Sparkles on one of the engines, something intervenes and stops him from doing so. This made Diesel 10 extremely cross. The girls he met didn't provide much information on their whereabouts either. He thought about them more after the information he received from Splodge popped into his head regarding Thomas and the new friends he's with some of the locals of this world. Those girls couldn't be the ones they're talking about, can they? One instance, the steamies were right in front of him for the taking. When he shows up at Canterlot High again, they were suddenly all gone. If Thomas managed to somehow save his friends, he couldn't have done so by himself. And nobody but those strange looking girls were present once he arrived through the portal.

Diesel 10 was startled when a flashing light suddenly appears out of nowhere. Standing in the darkness was a man whom he couldn't see fully, but grew even more cross knowing who it was.

"What do you want?" he growled.

"Oh, nothing much. Just checking in. I couldn't help but notice there are more engines in this world then there where previously."

"So what? I'll get rid of them as soon as Splodge finds me that lost engine!"

"If I were able to, I could just bring you to her right now. You've still got some of those Sparkles left, do you not?"

"I told you already; not until I have All her magic."

"Which is taking you longer than it should. What's the matter?" He asked, tauntingly. "Can't trust little old me to do a simple task?"

Diesel 10 growled at him.

"Those engines know about Lady's condition and our plan for Sodor. They're close to finding a solution and if I'm being honest, that has me a tinsy bit concerned. Not just all of them getting together now, but your methods for catching a magical engine with amnesia of all hindrances."

"Then why don't you do something about the Puffballs?"

"Oh, marvelous idea! Why didn't I think of that? Oh yes, because they're still connected to the Gold Dust you buffoon!"

Diesel 10 glared at him. "She's slowly losing her magic and connection to the Railroad. I'm sure you can just poof Puffball or the others somewhere they can't come back from."

"Maybe you've also forgotten that my presence here can't be exposed."

"Too late."

"You know what I mean. I can't let them know what I'm capable of, especially those Pony knock offs. And they're constantly around Thomas twenty-four seven, which is makes it implausible for me to get anywhere near him without blowing my cover."

Diesel 10 raised his eyebrow, confused by who he was revering to.

He slapped his forehead. "The girls you were just talking to."

"What?"

"Oh, for goodness sake! Those girls are the mirrored reflections I told you about. They're the ones helping Thomas locate the Magic Engine."

Realizing what just happened moments ago, Diesel 10 gritted his teeth and slowly turned his head to gaze back with narrowed eyes in the direction he came. So, they were the locals Splatter & Dodge told him about; the group of people Thomas made friends with. It was those girls all along.

"They've figured out how to counteract your Gold Dust as well I see. Your method for stealing her magic one scare at a time is proving impractical."

"Perfect!" Diesel 10 said growing annoyed. "What do you suppose we do now, mister genie?"

"I told you to stop calling me that! I'm not your Genie and I never was."

"You're in no position to say otherwise! So, do you have a plan, or am I gonna have Pinchy go up and ask them where the lost engine is next?"

Pinchy chomps the air excitedly.

"No, no. That won't be necessary," He sighed.

He didn't want to get too involved in order to avoid being seen by anyone in this world, but circumstances keep forcing him to input his own meddling. Just when he thought he put the acquisition of magic in good hands, the 'genie' now had to get himself involved and initiate a back up plan he'd been saving in case of any unforeseen changes. Since he can't use his magic on anyone from Sodor yet, there was only one other method he could fallback to, one he hadn't used in a while.

"I'll just take care of that small blue engine the old-fashioned way. But first, I feel it's more appropriate that I get to know the little tank engine before driving him to the point of total insecurity."

"How so?"

"I can't use magic on him, but I can still use it around him. Once Thomas is alone, I'll just razzle dazzle him with a few of my tricks, and him spiraling out of control to the point where he's left with no other choice but to give in to any demand I request. He won't know who to trust after I'm finished with him. Not even his closest 'friends' can be relied upon," he said with a sinister grin.

"If you ask me I'd say just crush him, easy does it," Diesel 10 suggested, off handed.

"Absolutely not. Just get that engine's magic and make sure neither of them find a solution to her memory. Oh, and don't hurt any of them! Lay off the creepy crawly shadow nonsense and just focus on obtaining her magic, capeesh?"

"What-ever," Diesel 10 shrugged. "You draw too many lines sometimes you know that? Eventually, you'll have to cross one of them to get what you want."

"I've already done so by forming this silly alliance." The genie then snidely rubbed his hands together. "Oh yes, I do believe I'm going to enjoy my time with that little tank engine!"

He chuckled to himself and disappeared in a flashing light, leaving Diesel 10 alone with his thoughts and the new discovery of Thomas' alliance with human counterparts of the pony's from Equestria.

Peaking behind the wall, he saw with wide glaring eyes that his suspicions were true. There on school campus was Thomas, the other engines, and the Girls all talking to each other. Fuming with rage, Diesel 10 hid back behind the corner and growls while Pinchy begins punching the wall, tearing out the bricks and throwing them across the field. Splatter & Dodge show up to update him on Lady and the new friends she's made, only to see their boss throwing a fit and dangerously tossing bricks all over the place. Instead of approaching him, Splatter & Dodge gingerly back away from their boss, leaving him be to his little tantrum.

* * *

That night, Thomas was back at Sunset Shimmer's house getting ready for bed. It had been a long and eventful day. Him and his friends from Sodor went their separate ways for the day to hang out with their new friends from Canterlot High. Each of them did their own thing and some even had plans made for tomorrow. He wished to catch up with everyone and hear how they spent their day, but knew he'd get a chance to tomorrow. Applejack offered all of Thomas' friends to sleep at her place in her garage, much to some of their dismay, but none the less very grateful to have somewhere to sleep. Thomas knew her garage space would fit them comfortably. They were safe and sound over at Sweet Apple Acres.

Sunset Shimmer, already in her pajamas, went down stairs to check on Thomas. Instead of finding him in his Pajamas and laying on the couch, he stood by the TV set examining her gaming system. She leaned against the threshold and watched him trying to figure it out. Alarmed, Thomas turned around and faced her after she spoke up.

"As much as I'd also like to get my A game on, we still have school in morning so Tirek will have to rise another day."

"Actually, I'm still more or less trying to figure out how it works," He smiled, sheepishly.

Sunset smirked.

"Really, that's all."

"I know."

Thomas went over and sat on the couch. Sunset went and sat beside him.

"You sure you don't wanna spend the night with your friends?" Sunset asked. "I wouldn't be offended at all if you did."

"I'm sure. They're in a good place and I know their safe. Besides, I like sleeping over here. It's like my new home away from home, kinda like how it is for you."

"If you say so. And thanks, I'm glad you can call this place your home too."

"You're welcome, Sunset."

Thomas leaned back against the couch and exhaled a relaxing sigh.

"Hey so, i've been wondering, why did you want them to stay?" Sunset asked. "Aren't you worried about your railway controller getting upset? More of his engines have disappeared now when you think about it. I mean, you did tell Emily where you are, but she only knows you went into the Magic Railroad. They don't know you're all in our world."

Thomas thought about what she said.

"If my friends and I found our way here, I'm sure Sir Topham Hatt will too. As for why I asked my friends to stay?"

He paused to contemplate his reasoning. Sunset still listened attentively as he continued.

"Maybe I just need them by my side; to keep them safe from the Gold Dust. Hearing what's been happening to everyone on Sodor, I couldn't bare the thought of all my friends ending up like Duck. I wouldn't be there to help out or stop the magic from destroying them. Or, maybe it's all the other way around. I don't know."

"Do you usually get things done together?"

"Sometimes, yeah."

"Well, I guess you have your reasons. I'm just making sure you know what you're doing. I wouldn't want you geting in any trouble. From what I've heard, your railway controller sounds pretty strict."

"Only when we're causing confusion and delay."

"Which is how often?"

Thomas hesitated. "Um, regularly."

"Yikes."

"Yeah."

Sunset rubbed her neck. "Well, I'm sure once he knows what's actually going, on he won't be too mad, right? The whole world is on the line after all. I can't imagine why'd he'd be upset if you're just trying to fix it."

"Oh, I can think of many reasons for him to get angry. Even when it's not our fault for most accidents, he still finds a way to pin it on us. He even got mad at James just for blowing steam near him and ruining his new top hat."

"Probably just a bad day?" Sunset shrugged while smiling.

Thomas slouched.

"Okay," She continued. "But, even if he does get mad, you're doing everything you can to save your home. If all that ends up happening once we fix that is a scolding or two, then it's a price you'll just have to pay."

"Yeah, I guess."

Sunset yawned and got up while stretching her arms.

"We better get some sleep. I'll see you in the morning."

"Good night, Sunset," Thomas said.

"Good night," She smiled. "And Thomas."

He looks to her.

"Thanks, again."

Thomas beamed. "No problem!"

Sunset then headed up stairs to her room, leaving Thomas by himself in the living room. Thomas just sat there for a good minute and reflected on his day.

All his friends were now staying in Canterlot with him. They were also involved in saving Lady now. He was worried for his friends. Seeing Henry almost consumed by the darkness started putting him a bit on edge. He couldn't get the picture out of his head of Henry laying motionless as the shadow slowly gobbled him whole, a position he himself has been in. At the very least, he's able to keep them safe now that they're in this world, and Sunset and her friends are looking after them too. With this much aid on his side, Thomas still felt a sense of danger looming over him and his friends. He kept on reminding himself he made the right call in asking his friends to stay. The more engines he can keep an eye on and out of harms way the better. There was no need to worry about their safety.

* * *

Just then, a haunting laugh reverberated all around the room. Thomas jumped out of his seat. Silence followed suite, then another chuckle reverberating off the walls sneaks up on him still and pierced his ears. Thomas listened in as close as he could, trying to make out where it came from. No one else was in the room but him. He thought he saw a shadow race pass the TV set. Gingerly, he went over to the TV shaking in his feet. 'It couldn't be a ghost, could it?' He thought. 'Do they exist in this world?'

Thomas froze after seeing his own shadow reflected off the wall by a light flashing milliseconds behind him. Anxiously, he shifted around to see what caused it, not knowing what to expect. Looking behind him, he saw something across the living room. What he saw was definitely something he didn't expect. Sitting on a Victorian high back cushioned chair was a man with his right leg rested on top of his left knee and his finger tips interlocking. He stared at Thomas with a remarkably friendly smile.

"Greetings, Thomas. I am positively thrilled to finally meet you in person."

Thomas nearly jumped out his shoes. 'Who is this man?' Thomas thought. What's he doing here? How did he get inside Sunset's house? So many questions race through his head while also falling on the verge of panicking as he really thought this might actually be a real ghost. 'How does he know my name?' Thomas soon realized. He was utterly speechless. Just then, another chair similar to his appeared out of nowhere.

"Why don't you have a seat across from me? Go on, I insist."

'Does this person has magic too?' Thomas thought. He didn't want to go any closer to this strange man. The man knew this and without giving him much time to consider the offer, he snapped his fingers and within a blink of an eye, Thomas found himself sitting on the chair across the stranger. Thomas fidgeted in his seat, befuddled and afraid by his sudden re-positioning. He was just standing across the living room seconds ago, and now he's sitting in a chair facing the stranger smiling a cunning smirk.

"So, how's it going?" he asked, casually. "You probably have one or two questions to ask I presume?"

Thomas still couldn't talk. All he could do was frantically look around the room and back at the man. He did have many questions, and a highly urgent desire to run out of the room as fast and far away as he can. He eyed the front door, really considering the thought of escaping. The man looks behind him then back at Thomas.

"Hmm, that won't do you any good," He remarked. "You can run all you want, little Thomas. But now that you're alone, I have you all to myself."

He began frantically panicking more.

"That's right. I know who you are. I know everything about you, your friends, and your precious little Island. I've been watching you ever since you stepped foot through that portal."

"Who-who are you?" Thomas asked, clutching the handle bars of his chair.

"Isn't it obvious?"

Thomas gazed at him narrow eyed trying to see if he did recognized the man to no avail. He appeared as any ordinary looking person in this world to Thomas' surprise, being around middle to a much older age. He had a black fohawk hairstyle, red eyes, and grey skin. He wore a mustard yellow button up shirt, a brown sweater vest with white, grey, and black diamond pattering, brown trousers, and deep blue loafers. He also wore a green fedora hat and a light blue tie. Nothing distinguishable about him that Thomas could make out though.

Then, he remembered something. Thomas thought back to a couple days ago when he first came through the portal from the Wondercolt statue. As he was clutching onto the base, a man and his dog stared at him trying to stand up straight. He then remembered the Mailman at Canterlot Mall when he and his friends were there eating. And finally, while unbeknownst to Thomas, a man sitting on the bleachers behind everyone watching Gordon and Rainbow Dash's first race. Suddenly they all had one thing in common, they were the same guy.

"I'm sure those two imbeciles who follow Diesel 10 everywhere might have let my involvement slip."

Thomas gasped as his eyes shot wide open.

"It's you!"

He smirked.

"You're, the Genie!"

He scowled, pinching the bridge of his nose.

"I've told those idiots over and over that I'm not a Genie. Just because they've never seen a higher being use magic before, doesn't mean they should classify them as some aberrational urban legend, who by the way pales in comparison to my magnitude of power."

"Wait, so you're not actually a Genie?"

"Of course, I'm not!" He yelled.

Thomas jumped in his seat and remained quiet, not wanting to say anything else that might make him yell again. So, this is the 'Genie', Thomas thought to himself. This is the man behind everything. Diesel 10's return, Lady's disappearance, and the Magic Railroad on the brink of falling apart, which will see the destruction of both his and Canterlot's world. The Genie cleared his throat.

"Apologies. It's been troubling cleaning up the mess these diesels keep leaving. I give Diesel 10 one simple task, and he goes and lazily lets his two henchmen do all the work. On top of that, he has you and your friends to deal with now." The man muddled to himself, "If only he didn't have all that Gold Dust on him,"

"Why are you making Diesel 10 steal Lady's magic," Thomas finally confronted.

This was his chance to find out if the Genie really is making him act evil again.

The Genie leaned in his chair. "I'm not making him do anything. He wanted to destroy your Island so I just offered him a chance to. And he accepted."

Thomas was disappointed. He slouched in his seat, thinking to himself. Should he believe him? Is he telling the truth? Or is he just saying this to toy with Thomas? The Genie smirked.

"I can assure you; I am telling nothing but the truth here. Diesel 10 is simply a necessity, a temporary companion that'll acquire all of Lady's Gold Dust and allow me the use my magic on Sodor."

Thomas glared at him. "Why do you wanna destroy Sodor?"

"Destroy?!"

The Genie let out a laugh that lasted for a good few seconds until he composed himself. Thomas didn't know why he was laughing so. The Genie wiped away a small tear.

"I-I don't want to destroy Sodor. Where did you get that such a ludicrous Idea from? I'm sure those two diesels must have also told you the reason I'm helping him, didn't they?"

"They did. Diesel 10 is destroying Sodor, and your letting him do so!"

"That's what he thinks," He said, slipping a sinister chuckled.

Thomas was confused again.

"No, Thomas, I don't want to destroy Sodor. I want to rule it."

"Rule it?"

"You heard correct."

Startled, Thomas looked to his left and saw the Genie standing over him, even though he was also still siting in his chair. There were two of him. How could there be two of him?!

"I can't rule over an Island if it's all been destroyed, now can I?" Said another copy, floating over him on his right.

"Which is why," Said yet another copy, floating above him. "I only need Diesel 10 to grant me absolute usage of my magic by using ALL of Lady's Gold Dust to turn off any hindrance that's perpetrated my prowess."

Another copy slithers out from underneath Thomas' chair and gazes up at him. Thomas couldn't handle seeing such bizarre magic at work. Unlike the Girl's magic, the Genie could very well use his magic for harm. The more he saw his powers at work, the more frightened Thomas became.

"Once I'm able to use my magic on Sodor, I will turn it into my very own kingdom. A safe haven I can escape to now and then. Sort of like my own personal getaway vacation spot or resort."

"A place I can use my magic to my hearts content," said a copy, rummaging through the refrigerator.

"With no one to say otherwise," said another copy.

"And with nothing that can stop me," and another through the TV screen.

The copy standing to his left leans in on Thomas. "By the way that's just between the two of us. Diesel 10 doesn't have to know about the whole me using him to grant free range until I find a way to steal all the magic back from him. Okay? Thanks, I knew you'd understand. You are such a good friend."

Thomas was having trouble comprehending all the Genie clones that began flooding the living room, only to soon disappear in a flashing light.

"On the other hand, it's a win win for both of us, really. He get's all the Gold Dust and a chance to tussle about a few engines, and I get to have Sodor all to myself. Win, win."

"You can't do that to Diesel 10," Thomas said. "He shouldn't be running the Magic Railroad. Only Lady can or else our worlds will fall apart."

"In deed," The real Genie said, with a sinister grin. "You are very, very, right."

Thomas glared at him again, but was puzzled by what he was alluding to.

"You seem stressed. Would you care for some tea? It does wonders to settle your stress nerves."

"What?"

With the snap of his finger, two sets of tea cups, plates, and teapots appear out of thin air. One floated next to the Genie's left and the other next to Thomas's right. The teapots pour out fresh, smoking hot tea into their cups. The tea cups and plates hover over into their hands. A baffled Thomas stared at an unfazed Genie; sniffing his drink and looking back at him while smiling.

"Go ahead, try it," He said, eagerly.

He looked at his cup and back at the Genie. He still couldn't wrap his head around it. How did they go from talking about the Genie's intentions to drinking tea out of nowhere? He wasn't even sure if he would like tea or not. He's never tired any. Not wanting to be rude, however, he hesitantly raised the tea cup further to his mouth. The Genie interrupts before he took a sip.

"Ah, ah, careful. It's still hot."

Thomas froze with the cup nearly pressed against his lips. The Genie blew on his tea then took a gentle sip, raising his pinkie finger in the air. Thomas does the same, blowing into the tea then taking a small sip. Thomas didn't know what to make of it. It was definitely hot though. His tongue and mouth were on fire and he could feel the burning liquid streaming down his throat. He didn't want to emote a sense of pain in his mouth to the Genie, however. So, he takes another sip of his tea. It was still a bit too hot for his liking, but after a few more sips he began to actually like tea. It tasted sweet and milky, with a well rounded malty flavor at it's core. The aroma even evoked a warm calming sensation.

"Hey, this is pretty good," He said, smacking his lips.

The Genie raised his cup proudly to acknowledge his compliments. As Thomas goes to take another sip, he looks down at his drink and see's the Genie's face reflected on the tea's surface and staring up at him.

"Only the finest tea in all of-"

Thomas screamed and drops the tea cup and plate onto the ground, shattering them into pieces. He clutches his chair, trying to make sense of what he just saw. Was that really his face, his voice, coming from within the drink? The Genie rolled his eyes in annoyance and snapped his fingers. In a flashing light, the cup and plate appear fully repaired and refilled, floating mid-air and hovering back towards Thomas. He didn't want to take back the tea set though, so the Genie simply snapped his fingers again and both their tea sets vanished.

"Why do you wanna take over Sodor?" Thomas finally asked.

"Why? Because I love Sodor!" He laughed, "You engines are a laugh riot. Always crashing into one another, falling off the rails, and destroying public property. What better place to rule than one that's already doing half the work for me?"

"You've, been to Sodor before?"

"Plenty. Why do you think there are so many accidents on your railway? Of course, half of those wouldn't have occured if I didn't ever so subtlety influence the chain of events that ultimately led to your," He clears his throat, "'accidents'."

The Genie teleported over to Thomas, floating close to his face.

"You're welcome for the Troublesome Trucks by the way. I hear they've caused a good heap of trouble in my absence. What? You thought trucks could just push engines on their own? Why you'd almost say that wouldn't make any sense at all."

That didn't sound right to Thomas. Was he really the one causing accidents on the railway? Thomas remembers a good portion of them that couldn't have been from the Genie's influence. Then again, if he personified the Troublesome Trucks, perhaps he did create other such incidents and watched as they played out on its own, resulting in the many years of crashes, derailments, and all sorts of confusion and delay Sodor has endured. One things for sure, the Genie's smirk didn't entail any lies, but pride in his work.

"But, I though you couldn't use magic on Sodor?"

"Quite the contrary. For a while I actually could. Back in the day there weren't any Magic Railroads active during my frequent visits. Even after her magic returned and ruined all the fun, I could still spread a smidge of chaos from time to time. Setting fuel tankers on fire, sliding big engines off the tracks and crashing through a barn. Just your usual, run of the mill accidental occurrences."

The Genie floated over to Thomas' left side. "Most of which was brought upon themselves, sure. But once I returned, I found my Magic wouldn't work anymore. That's when I was learned about Gold Dust and made a pack with Diesel 10 to steal them. Luckily, her magic doesn't limit my ability to teleport myself or others across dimensions. Otherwise, I don't think Diesel 10 would've been able to accompany me on my mission."

Knowing that was meant to upset him, Thomas went back to glaring at the Genie. Why was he even telling him all this? Why is he laying out his plans to him? The Genie teleports back in his chair

"Ah yes, you're probably wondering why I'm even telling you all of this." He remarked.

"I know perfectly well why. You're just trying to stop me from saving Lady."

The Genie smirked. "And that's were you're wrong, again. I'm not here to stop you from doing anything. I came here because I, want to be your new best friend."

Bemused, Thomas raised his brow. "You, you want to be my friend?"

"No, no, no, best friend."

"Why do you want to be my best friend?"

"Because, you are a very special engine, Thomas. You have a certain spark in you that no other I've met has ever possessed," He lied.

"But um, I already have a best friend."

"Hmm, last time I checked you had two. What's wrong, don't have room for three? What about Gordon or Henry? Toby, James, Edward? Aren't you all best buddies too?"

Thomas was taken a back.

"And what about Twilight Sparkle and her friends? They even posses all sorts of magic gifts. I guess it sounds as though you don't care to have any of them as your best friend either."

"That's not,"

"Why is Sunset Shimmer your only best friend and everyone else is just your 'friends'? Are they not as important as someone you've just met?"

Thomas' head felt like it was about to blow a whopping cloud of steam. What could he say in response to that? He couldn't be right. It just seemed normal to have two best friends. But now, he's questioning his decision after the Genie brought up the others. He was still angry at the him though and continued interrogating him instead.

"Why are you saying all this? Percy's my best friend too I'll have you know. Everyone is important to me!"

"But, not enough to be your best friend. Tell me, how does one get into this exclusive club of yours?"

Vanishing and appearing beside him again, the Genie sits himself on top of the chair handle.

"You've got too many friends to categories at this point. First it was just one and now there's two. If the door's open for many, why not have everyone as your best friend?" He teleports and sits on the chair's handle. "Leave all that silliness behind and stick with me from here on out; someone who can do all sorts of magic tricks, and much more!"

"I wouldn't want to be friends with someone who's trying to take over my home," Thomas said, sternly.

"Why, Thomas. I don't believe you quite understand the proposition that's being presented here," The Genie said floating up in the air. "Why be friends with a couple of lame dames and pain trains when you can be friends with someone who can practically do, well, anything!"

With the snap his fingers, appearing in front of him was a round dinning table with a fancy cloth draped over it. Rows and rows of gourmet, fine dining, and other expensive looking meals and deserts pop up on the table. The Genie flashes next to him, dressed in a butler's tuxedo. Four left arms carried silver plated oval trays and displayed them in font of Thomas. His four right arms open the cover domes and reveal fresh dinner meals and desserts.

"Sink your appetite into anything. Lobster, quiche, turkey? A golden opulence sundae?"

A copy standing next to Thomas' right took his top hat off and began dumping out a never-ending shower of gold and shiny treasure.

"Have as much treasure as you desire. From gold to silver to just about anything! The world is your treasure chest."

Before Thomas knew where he was, the real Genie snaps his fingers again and teleports them to a wild wooded area with gloomy looking forestry trees standing on a dirt walkway. This was all very hard for Thomas to process. How did they end up in this scary looking forest?

"If treasure isn't your thing, then I can still take you anywhere in the known universe." Snapping his fingers again, "Outer space, the deep blue, the chilly north, the sandy deserts."

The Genie teleports Thomas to various locations, thankfully equipping him with clothing appropriate for the environments such as a space suit, scuba gear, and heavy winter attire.

"Even back home to your little Island."

As he snapped his fingers, The Genie teleports them both to a sunny railway line with blossoming trees on both sides of the tracks. Thomas looked over himself and noticed he was now back to being a tank engine again. Examining his surroundings, Thomas saw that he was also on his branchline back on Sodor. The Genie had teleported them back to his home. This made him jump out of his pistons.

"Fizzling fireboxes, I'm back on Sodor!"

"Yes you are, my friend."

Thomas looked to his left and saw the Genie parked next to him. To Thomas' surprise, the Genie was now a locomotive himself; appearing as a USMRR 4-4-0 Locomotive of a J.H. Devereux class type, with the same color pattern he wore in his human appearance.

"Now you're starting to understand the kind of power I possess. Whatever it is you think I cannot do, you name it, I can make it true. I can take any form, change the fabric of reality, manipulate anything to my desire, and grant anyone anything they desire."

A light flash goes off again. Thomas was now back in his human appearance at Sunset's house, sitting in the Genies chair while he floated right in front of his face.

"So, what do you say, friend?"

Before Thomas could answer the Genie interrupted by placing his finger on Thomas' lips.

"Atutut. Tell you what, I understand this is all a bit of a shock. You're not quite sure if you can handle having someone like me as your new bestie. Someone with so much power he could just as easily teleport you and your 'friends' back to Sodor where you'll be scolded by Sir Topham Hatt for running off and playing hero. And poor Lady will be left all alone with no one to rescue her while Diesel 10 takes away her magic. Sure, you could just return to CHS through the portal, but you'd still be unable to save her as I'll just keep sending you all back to your minuscule railway until you've excepted me as your new ruler!"

Thomas could hear his heart racing. Could the Genie really teleport them all back to Sodor? He was just back on his branchline a few seconds ago. If anything was established during there encounter, this stranger had more than enough power to send them back, and his sudden sternness scared Thomas into believing he could more than do so at any given time if he didn't play his cards right. Thomas thought about saying yes so that he doesn't do so, but he didn't want to. Was becoming his friend the only option he had? The Genie takes his finger off Thomas' lips.

"But, thankfully, that's what the old me would've done," He said, now back to being calm. "I've changed since then. The old me would have done all that, but not now. So, I'd consider myself lucky if I were you."

The Genie flashed further up and hovered close to the ceiling.

"I'll give you a couple days to think on it and let me know when you'd like to be my best friend."

The Genies hands detach from his arms and teleport near Thomas, hovering around him while snapping and clapping.

"Just give me a snap, clap, scream or shout, or just say the magic words and I'll zap to your side, just like that."

His hands reattach to his arms. Thomas called out to him before the Genie cloud leave.

"Wait. Who are you?"

"Oh, unfortunately I can't tell you that."

"Why not?"

"Can't tell you that either," He said in a sing song tone. "The others will be trying to figure out who I am once I leave. Can't keep giving you more hints than l already have."

"Then, what are you suppose to be if you're not a Genie?"

"One day I'll tell you, but not today. Maybe when we're much closer friends, hmm?"

"Well, that doesn't help," Thomas said, crossing his arms.

"I know!" He grinned. "It's almost like my identity is purposefully being circumvented."

"W-what? So, what do I call you then?"

"Just consider my offer in the meantime. You'd be very lucky to have a friend like me, you know? The possibilities are endless. Thoughm I don't suppose you need reminding of that now do you? Food for thought. Until we meet again, little tank engine; Adieu!"

Within a flashing light, the Genie disappears, along with the two chairs, leaving Thomas sitting suddenly on the living room couch alone once again.

"What's all that noise?" A weary Sunset said, entering the living room.

Too stunned at first to make sense of the last couple of minutes, Thomas finally spoke up after gathering his thoughts.

"He was here."

Sunset was suddenly alerted. "Who was?"

He turned and faced her.

"The Genie."

* * *

 **To Be Continued.**


	26. Chapter 25: Hearts Strong As Horses

**After learning about the Genies visit, the whole gang debate over whether they should stay the course and let Lady remember who she is on her own, or try and come up with a solution before Diesel 10 gets to her. I think some of you will be happy to know that because of this there is one less chapter left then previously listed. Last time I listed how many chapters are left there were 19. Now there's only 15 chapters left! I originally planned to have a scene after the singing sequence that originally started at the beginning. The scene plays out with Mystic and the CMC at their tree house at Applejack's house. Her, Toby and Big Mac would've met up with them, much to Toby and Applejack's surprise, discovering that Lady was friends with the CMC and staying over at her house to. In short a bunch of other scenarios were originally going to play out in this chapter but I decided against it for now. I may use some of these Ideas later on though so for the sake of potential spoilers I wont go into any more detail how this chapter was suppose to play out.**

 **Since I scrapped the majority of ideas for the chapter, I still had to fill it in somehow. And so, I basically had to combine two chapters into one. In the end I'm kinda glad I did this. The chapter may be a little unfocused, but at the very least we're rooming by this story one chapter at a time! And now were getting even closer to portions of the story I've been too eager to make for the past months now. Hope you enjoy this chapter and stay tune for the next one, as I'll already be likely working on it because that's how excited I am for it! Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 25: Hearts Strong As Horses**

The gang from Sodor and Canterlot all met by the entrance of the school, standing near and sitting on the steps that lead to the doors. They were mostly talking about what each of them did yesterday. Each of Thomas' friends from Sodor spent the day with one of his Canterlot friends. James was with Rarity, Henry was with Fluttershy and Gordon with Rainbow Dash. Thomas, Percy, Edward, Twilight Sparkle and Pinkie Pie stuck together with Toby and Applejack joining them later on after her shift ended early. Sunset Shimmer was the only one who had to stay at work, and couldn't spend time with her friends. Everyone was caught up to speed with what they did and the plans made for the following days should their stay in Canterlot be prolonged.

They then talked about the Genie after Thomas brought up his surprise visit from the man himself. He told them all everything the Genie did and what he tried to do. Everything from his crazy magic, his unexpected offer of friendship, and the one-sided plan with him and Diesel 10.

"So, let me get this straight," Applejack said. "The Genie just appeared before you, told you his entire plan, then asked to be your best friend?"

"Pretty much," Thomas said rubbing his neck.

"Why would he do that?" Henry asked.

"More importantly, why does he even wanna be your best friend for?" Applejack asked.

"I don't know. I was sort of too surprised at first. It all happened so fast and I didn't know what he wanted from me. He even tried pressuring me to be his friend by showing off what his magic powers can do," Thomas said.

"Seems like everyone wants to be his best friend all a sudden," Percy pouted to himself.

"And apparently he's been the one causing confusion and delay all over Sodor?" Gordon asked.

"I knew half of those accidents couldn't have been my fault!" James said. "It was him all along who caused us to crash and fly off the rails."

"And those troublesome trucks of which he created too," Toby added. "They where made with his design to create all sorts of trouble."

"I wouldn't necessarily pin the blame solely on him," Edward said. "There are a few instances I can remember that we caused."

"You heard what Thomas told us, Edward," James said. "He's been hiding in the background all this time, using his magic to influence our actions and cause confusion and delay."

Henry chimed in. "But ever since Lady's magic came back he could no longer use his on Sodor. Now he wants Diesel 10 to take away her magic again, and use it himself by granting the Genie the ability to rule over our island."

"Only it seems as though both have their own ulterior motives for the Gold Dust," Twilight Sparkle said.

Henry quivered. "I don't know which is worse. Diesel 10 destroying our railway and having control over the Genie, or the Genie having control over Sodor."

"Anyone else just as curious over who this guy is?" Spike asked. "If he claims he's not a genie then what he's suppose to be?"

"C'mon Sunset, this guy definitely has to be from Equestria," Rainbow Dash said. "He's got Equestrian magic written all over him."

"Even if he was, I can only vaguely picture a few that match his description," Sunset said.

"He also said you'd all be able to figure out who he is after I told you about him," Thomas said.

Sunset Shimmer and Twilight Sparkle look at each other. None of them knew who the Genie was. Were they suppose to know by Thomas' description of him?

"But we don't know anyone with his type of magic or fought any creature here with such," Rarity said.

"Why don't we ask Princess Twilight if she knows anyone with his powers," Fluttershy suggested

Sunset opens her book to see if she had any replies from Twilight to no avail. She had written to Twilight a few days ago everything that's been going on at CHS. While she managed to reply back to that, other entries she's added asking questions about Lady's amnesia haven't been answered.

"She still hasn't replied to my recent entry yet. But I guess I can give it a shot."

"Even if we can't get a hold of her," Rainbow Dash said standing up and walked over to Twilight, "We've got the next best thing to figure out a solution for us."

Twilight rubbed the back of her head. "Oh. I-I don't know if I'd refer to myself as that."

"Sure you can, sugercube" Applejack supported. "About the only one out of any of us who can figure out anythin' is you and Sunset Shimmer. If this Genie fella really is from Equestria then you'd have already found half a solution by learnin' his identity."

"But I wouldn't even know where to start. I'm nothing like my pony counterpart. I still don't know how the magic here works and if I did I sure wouldn't know how to use it against someone with this magnitude of power."

Sunset chimed in. "It's okay, Twilight. I haven't found a way to decipher his identity yet either. If we're both able to learn about magic in this world then we'll learn who this guy is as well."

She got up and went over to Twilight, placing her hand on her shoulder.

"Remember when we all band together and saved you from Midnight Sparkles? I was having trouble understanding magic at the time too. But when all our powers combined, that was one of many instances where it all became clear to me."

The engines all look at each other confused.

"The magic of friendship is what stopped her from taking over you, and it'll be what stops the Genie the next time he shows himself. You've taught me that I'm not alone on this one, and now the same goes for you. With our help, we'll solve this case together. Like we always have."

Twilight smiled at her friend, feeling a bit more relieved, but still in doubt.

"We really need to come up with a better name for this guy," Spike commented.

"If he refuses to tell us who he is, I'd suggest we keep on calling him the Genie just to spite him," Gordon boasted.

"Also, any idea why the Genie wanted Thomas to be his friend?" Toby asked.

"Maybe he just wants a back up engine in case Diesel 10 does turn on him," Sunset said sitting back down next to Thomas.

"Well then he can forget it!" Thomas said. "If that's all he wants from me, then he's going to be very disappointed the next time we meet."

"Careful, Thomas," Percy whispered. "He's probably still listening."

"Let him hear it then," James said. "Because we all know Thomas would never turn his back on any of us. Especially for someone who wants to take over our railway."

"That's right, James!" Thomas said. "I'm not gonna run the Magic Railroad for him. That's Lady's job. I promised I would return the magic back to Sodor, and return the magic is what I plan on doing."

The Engines and Girls all smiled as Thomas continued.

"He said you weren't important to me. But that's not true. You're all the reason why I'm here. Why I'm still here. You're every bit as important to me as my branchline. Both everyone here and Sodor."

"Aw, I Think?" Pinkie exclaimed. "Aw!"

Everyone chuckled. They had nothing to worry about in terms of Thomas becoming friends with someone taking over his Island. But now that the Genie has made himself known to at least one of them, it became all the more obvious that time may be running out. If the Genie has shown himself that must mean he knows they're on to something. He's worried that the gang is close to coming up with a plan of their own to restore Lady's magic. Which means, Diesel 10 and the Genie might be fast tracking their master plan into full fruition.

* * *

Knowing they made plans for the next couple of days, the gang wondered how long exactly it'll be before Lady recovers her memories. They knew Lady likely won't be able to remember who she is on her own whims, and they now began thinking of a solution to help her before Diesel 10 or the Genie make the first move.

Twilight spoke up after thinking to herself. "I know we're just waiting to see if Lady's memories return on their own, but I've been giving more thought on Thomas' transmitted exposure to Lady which caused both of them to start giving off this magical energy."

"What about it?" Thomas asked.

"The only way she would've reacted like that is if you were carrying Gold Dust, or at the very least connected to the sparkles in some way."

"Thomas did have to get through the buffers by having Gold Dust on him," Rarity stated.

"That's right," Toby added. "Mr. Conductor gave Thomas all of his sparkles, which allowed him to enter the Magic Buffers."

"So, Lady Really Was Draining All Of His Magic Sparkles," Pinkie Pie said.

"It seems so," Edward said. "Not only can Lady make Sparkles, but it sounds as though she can take them back too."

"Why would Lady need to take back Gold Dust?" Percy asked.

"Good question," Sunset chimed.

"Are we sure her being a way from the Magic Railroad isn't the actual reason?" Fluttershy asked.

"But Lady didn't lose her memory last time she disappeared," Percy said.

"She also never met us before then," Gordon said. "There was nothing for her to forget about."

"Lady seemed to know who Burnett Stone was right away when her magic came back," Thomas said.

"I think Diesel 10 had something to do with it," James said pacing back and forth. "If he's been depriving her of magic then he's also clearly the one responsible for her forgetting who she is. Either that, or this Genie used their magic to wipe away Lady's memory of us and her duty to the Magic Railroad."

"The Genie can't use his magic on her case you forgot," Applejack said. "That's kinda the reason why he has Diesel 10 goin' after her."

"Maybe James is right about Diesel 10 being responsible," Sunset pondered.

"What?" Thomas asked.

James brushed his shoulder proudly.

"He had to get his first batch of Gold Dust somewhere. Maybe when he first attempted to chase after her, he succeeded in gaining some of the Magic Sparkles, but at the expense of causing Lady to somehow lose her memory."

"Glad we're establishing facts we already knew," Gordon said to Henry.

"I don't think none of us knew Lady lost her memory until we arrived," he said.

Sunset went on. "If we knew how and why she receives Gold Dust, maybe it could be a possible solution to restoring her memory."

"How's that?" Thomas asked.

"You saw her leave behind a pile of Gold Dust when you first found her at CHS, right?"

"Yes?"

"So, what if using the Sparkles is what's causing her to forget who she is?"

"Isn't fabricating Gold Dust what she's suppose to do though?" Rarity said.

"It is. But Diesel 10 must have done something were giving off Gold Dust is slowly erasing Lady's memory."

"What Could He Have Done To Do That?" Pinkie Pie asked.

"Hard to say," Twilight interjected. "If she never lost her memory the last time Diesel 10 tried taking over the Magic Railroad, he must have taken a different approach than before to steal her magic."

"Ugh, who cares how it happened anymore," Gordon said. "How do we get her to remember herself again now?"

"There's gotta be some way," Percy said.

"What about what happened after Thomas grabbed Lady?" Spike mentioned. "She looked completely fazed after that, like she didn't know where she was anymore."

"Well that's not a good thing," James said.

Spike corrected himself. "She must have entered this world having no idea who she was prior, right? But when the Gold Dust inside of Thomas moved back over to her, it made Lady look as though she's just finding out she's in a completely different place."

"If your saying what I think you're saying, Spike," Twilight theorized. "Lady must have lost her memory as soon as she entered our world. And when Thomas' Sparkles transferred over to Lady, it reinvigorated her state of mind back to the moment before her confabulation."

"Uh, yeah. I think so anyways."

"How do we know the Sparkles didn't just worsen her condition?" Gordon asked.

Everyone puzzled over this theory. They had no way of knowing if what they're discussing was even factual. Was Diesel 10 responsible for Lady's amnesia? If so, how did he go about causing it to happen? And when Thomas made contact with Lady it caused both of them to glow a golden aura. The sparkles given to Thomas by Mr. Conductor appeared as though they were being transferred back to Lady, which made her all the more disoriented. Was she dazed because the Sparkles resonated some sort of restored sense of self prior to her oblivion, or made it worse?

"Are you saying if losing her Sparkles is what's casing Lady to lose her memory," Edward said, "Then all we'd have to do is give it all back and she'll remember who she it again?"

"Maybe," Twilight said inquisitively. "There's no clear evidence to suggest that'd be the case. Especially with a risky case like this. Restoring her magic could either further break or mend her loss of self."

"Is there a way you can study Gold Dust and see how it works around Lady?" Fluttershy asked.

"I'd need a sample of something that belongs to her if I were to research any of that. Something with her DNA coated on it. The reaction given off by it can determine if one of those scenarios is deemed plausible. If I can test the Sparkles on anything with her tracing then I can determine a quasi surmised outcome."

"Like a lock of her hair perhaps?" Sunset suggested.

"Ugh," Rarity scoffed. "You want to cut a piece of her hair off?! Never should a girl's hair be dealt with such cruelty!"

"Actually, a lock of her hair should work!" Twilight said.

"But how do we get it from her?" Spike asked. "Weren't we suppose to stay away from Lady?"

Still feeling doubt about studying Gold Dust, Twilight plucked up determination. If anything, she could try approaching this task in a way she figures her pony counterpart wouldn't try doing; not knowing that she actually would given a certain circumstance. Either way it was worth a try.

"I'll go and get a lock of her hair. Even a single strand should be enough to analyse how the reciprocation works."

"I'm coming too," Thomas got up.

"You can't come. Lady will have a nervous breakdown if she sees you again."

"Maybe she won't remember him again?" Toby shrugged.

"Or The Fact We're Trying To Take Her Away To A Land Of Talking Trains And Magic Railways!" Pinkie said.

"Besides," Thomas continued, "You need someone to distract her while your busy taking a piece of her hair."

"I mean, I guess, but," Twilight was interrupted.

"Please, Twilight. I came here to help Lady, and if this is how I can than I must do whatever it takes."

She sighed. "Okay. But don't bring up anything magic or trains related in front of her."

"I-I won't."

Sunset wanted to come with but felt staying away from Lady is the better plan, and so was worried for Twilight and Thomas.

"Wait," She got up also. "Should we be doing this? I'm sure we can figure out how Lady receives Gold Dust on our own. That is, once we're done scratching our heads over it."

"I think we should. Now that the Genie knows what we're doing, he's no doubt going to fast track his plan and inform Diesel 10 to steal Lady's Magic immediately. Which means, we have to make the first move before they have another chance. Also, I think it's about time I borrow a page from your book and try a more hands on approach to studying magic," Twilight joked.

Sunset smirked. "Okay. If that's what you wanna do. Just be careful."

"I will, and yes. Thank you, Sunset."

"You be safe too, okay," Sunset turned to Thomas. "Twilight's right. Diesel 10 could be going after Lady right now at this point. You've all been lucky in avoiding him this far. Try not to break that streak."

"I always am. You won't have to worry about me. I've got Twilight and her magic. But I'll still be cautious and safe though!" He smiled.

Twilight puts her school bag on. "We'll meet up as soon as we're done. Let's go, Thomas."

The engines and girls wished the two friends good luck as they headed up the stairs to the entrance. Spike followed behind Twilight only for her to stop him in his tracks.

"You better stay put, Spike. The last thing Lady needs to freak her out even more is a talking dog."

"Oh, right," Spike said.

"Don't worry," Twilight said kneeling down to pet him. "We won't be gone long."

She got up and joined Thomas, both entering the school building.

* * *

 **[Yesterday Afternoon/Present Day: Canterlot High School]**

During their race, Apple Bloom, Scootaloo, and Sweetie Belle found Mystic Sprinkles sitting alone and crying. She was upset because people at CHS haven't been all that friendly to her. According to Mystic, some students were making up stories and telling her she was someone or something else. Accusations that seemed out of the ordinary even to her. Given she had trouble remembering things, this made fitting in and trusting others much more difficult. She didn't know who was telling the truth anymore and decided that all she's been told over the past couple of days was a lie or a trick.

However, Apple Bloom, Scootaloo, and Sweetie Belle didn't act mean or played tricks on her. Instead they offered to help find out who she is by asking her to join their club. Named after her, the Canterlot Mystical Crusaders formed in an attempt to engage Mystic in various activates or interests in hopes that it'll jog her memory of who she is, and if she is or isn't from Canterlot. Skeptical at first, Mystic excepted their offer and officially became a member of the CMC.

There was no knowing if she'll discover who she is by sticking with them. But Apple Bloom, Scootaloo, and Sweetie Belle were the only people Mystic met so far that made a pack to help her with her memory problems, instead of trying to take advantage of or tease her for not being familiar with her environment. They were more than excited to get started on doing different activates. Since the girls didn't know what they wanted to do in their club at first, they could now pretty much do anything. This opened the door to explore all types of interests. As many as they can take if they were going to jog her memory.

The three girls proudly marched down the hallways of CHS with Mystic Sprinkles not far behind. They were determined, eager, and prepared to do whatever they needed to regain Mystic's memories.

 **CMC:** "We're the toughest little, cuties in town."

"Got the moves, got the mojo, no harder working students around."

"We are a trio, work as a team."

"We're gonna help Mystic Sprinkles find her place in this world!"

 _[Following from behind, Mystic stopped in her place and watched the three girls marching down the hall. She couldn't help but smile at her new friends. They really did want to help her after all. Although she wanted to remain apprehensive about their intentions, Mystic was filled with too much gratitude to feel skeptical about anything.]_

 _[Standing in a tennis court, Mystic hugged her racket nervously as the CMC tries to start a tennis ball machine. They managed to get it going only for the machine to start launching more than the necessary balls needed at Mystic, who used her racket to shield herself from the on coming balls. The machine went out of control and blasted more tennis balls out than it should, rapidly firing all across the court and forcing them to flee the scene.]_

 **CMC:** "We get going when the going gets tough."

"We know our very best is just never enough."

 _[They tried baking next. Mystic takes an electronic hand-held mixer and puts it into the bowl. Without checking the speed adjustments, the mixer stirs the batter profusely, causing all of the thin dough to scatter out all over the place. Splattering and splashing the entire vicinity including herself, the CMC and a staff member, who glares at the four girls as they quickly pulled off their aprons and ran out of the class room.]_

"We're kinda short, but so what? We don't get defeated."

"We could take a little break, but we don't need it"

 _[Apple Bloom, Scootaloo and Sweetie Belle marched down the halls again, with each of their shadows resembling their pony counterparts off the walls.]_

 **CMC:** "We've got hearts, as strong as horses."

"We've got hearts, as strong as horses."

"We've got hearts, as strong as horses."

"We've got hea-a-a-arts, hearts strong as horses."

 _[The girls then tried getting Mystic into roller skating, biking, and even scooting; which only ended in her either falling on her cushion or crashing into bushes. They tried hair styling, make-up, and sewing, all of course not resulting the way they figured. No matter what they did it didn't seem to interest or resonate anything with Mystic or her memory.]_

 **CMC:** "When we put our minds together, we can achieve,"

"Anything that is possible. And you should believe,"

 _[The girls were climbing a large mountain with Scootaloo leading the hike. Sweetie Belle and Apple Bloom eventually made it to the top with her. Mystic Sprinkles was having trouble climbing however. She reaches to pull herself up but couldn't keep her grip anymore and looses her hold on the rock. Just then, Scootaloo grabs Mystics arm, preventing her from falling. Apple Bloom and Sweetie Belle grab and held onto her arm as well. Mystic looks up and sees them smiling at her. She does the same, grateful that her friends were there for her. They pull Mystic up the 14-foot boulder and cheer over their success in climbing the seemingly small rock.]_

"We've got determination, to stroll across the nation"

"All the way!"

 _[The four were standing on a stage in the gymnasium. The CMC continued their song with Mystic watching from back stage.]_

 **CMC:** "We've got hearts, as strong as horses."

"We've got hearts, as strong as horses."

"We've got hearts, as strong as horses."

"And we're planning to win, as we gallop to glory."

"We can conquer any challenge we're in."

 _[Seeing her friends still determined and proud of helping Mystic find her place in Canterlot filled her with so much joy. Something then happened in Mystic. She suddenly had the urge to go out and sing the song with them. Surprised at first, the CMC were ecstatic to see her embracing a side of her they've yet to see.]_

 **Mystic Sprinkles:** "We've got hearts, as strong as horses."

"We've got hearts, as strong as horses."

"We've got hearts, as strong as horses."

 _[Suddenly, Mystic was glowing a magical golden aura that surrounded her entirely. She levitated off the ground and rose up into the air. The CMC were bemused. How is she floating in the air like that? Was there a wire she wrenched herself with to lift her? And how was she glowing that bright golden aura? Mystic didn't care or seemed to notice she was hovering as she continued to proudly finish off the song.]_

"There's only so much to me, that I haven't discovered."

"It'll take some time to find where I stand."

"I've got hea-a-a-art, a heart strong as horses."

"Hearts strong as horses!"

[Mystic lowers slowly and landed back down on the stage. The magical golden aura disappears. Feeling a little light headed, Mystic collapse on the ground, her knees locked together and legs spread out. The CMC run over and assets their friend; who reassures them that she felt great, knowing that they're by her side.]

* * *

 **[Present Time: Canterlot High Hallways]**

"Where do we start looking first?" Thomas said scratching his head.

Thomas and Twilight Sparkle were walking down the hallway trying to find Lady. A bunch of students were lounging around the halls talking. He wondered if they'd have to search for her all over again, but Twilight reassured him.

"With my magic tracker we won't have to look," she beamed. "It'll take us directly to her with just a push of a button."

"Oh, yeah. I forgot about your handy magic tracker!"

Twilight turns on her magic tracker and the blinking light immediately starts going off, pointing in the direction a head of them. Then to Twilight's left over at Thomas, then a head of them, then back at Thomas again. Twilight looks at Thomas chuckling awkwardly while rubbing his head. She shot him a sassy remark. They forgot Thomas still has a little bit of Gold Dust left in him. Maybe he shouldn't have come after all.

But then, Twilight's device shook vigorously and the golden light grew brighter and brighter, this time remaining pointed in the direction a head of them. Thomas and Twilight look at each other. None of them have seen her device reacting to any readings this strong. The two ran down the direction her tracker was pointing. The light no longer blinked and instead remained shining its bright golden glare. It shifted left, then right, then left again, and again, then right. The beeping noise acted just as odd, rapidly going off in a consistent stream rather than pausing a millisecond before beeping, than silence, then back to beeping.

Following wherever the light pointed, Thomas and Twilight found themselves by the entrance to the gymnasium. The device vibrated and the sound coming from the device remained consistent and piercing. Twilight turns the tracker off and the two peered inside the Gym. There floating up in the air by the stage was Mystic Sprinkles, covered in a golden aura.

"Lady!" Thomas beamed.

Twilight Sparkle and Thomas turn to each other.

"Did you see that? She was floating in the air, and glowing with Gold Dust!"

As amazed as Twilight was to see Lady's magic in action, she knew they still had a task to preform and consulted the plan.

"You approach her from the front. I'll sneak in from the back stage. Keep her busy as long as you can."

"Got it," Thomas nodded.

It was when they entered the gym that Thomas and Twilight soon noticed Apple Bloom, Sweetie Belle and Scootaloo were also on stage. They were running up to Mystic who landed back on the ground after floating in the air. Checking over her and making sure their friend was okay, while also trying to find out how she rose in the air and gave off a gold light. Twilight stuck to the walls. Shimming across trying to get back stage. Thomas walked to the center court then hesitated to approach her any closer. He walks towards the stage anyway, watching her recover with the CMC bringing her back up to her feet. Thomas was a bit nervous. He hoped she wasn't still mad at him over what happened yesterday.

"Um, hello, Lady," Thomas said.

Mystic and the CMC look over at him. Thomas waved awkwardly.

"Are-are you feeling any better?"

Mystic stared at him with narrow eyes. "I know you."

Thomas eyes shot open.

"Thomas?"

"Yes! Yes it's me. Thomas! You remember who I am?"

Twilight successfully managed sneak onto the stage undetected and waited for the right time to step in.

"I do." Mystic glared at him, "You're the boy who made up all those stories about me being a magical talking train!"

Thomas wasn't ecstatic anymore.

"Wait, this is Thomas?" Apple Bloom said.

Mystic nodded. The CMC share glances, then looked over at Thomas again, this time glaring at him. He didn't know what they were suddenly angry about. Apple Bloom, Scootaloo and Sweetie Belle jumped down onto the court and angrily approached Thomas. Upon seeing them marching towards him, he then recognized these girls as the same ones he saw dancing to the loud music in the hallways while searching for Lady; back when he first entered this world and started attending CHS.

"Oh, Hello, I'm-"

"Ah tutut, save it. We know who you are," Scootaloo said crossing her arms.

Thomas was caught off guard. "You do?"

They all nod. Thomas thought he was finally gonna get a chance to know these girls more and hopefully become friends, but it didn't look like that was going to be the case, seeing how the CMC where eyeing him as though he committed a terrible act. He didn't know why he muttered this question, but he figured he'd ask anyways just in case. His last encounter with someone who already knew him but never actually met wasn't so pleasant for him to sit through.

"You're not magical genies as well, are you?" he rubbed his head grinning.

The three girls look at each other puzzled.

"Listen here, mister," Apple Bloom began, "We don't know what kinda game your playin' at, but it ain't funny."

"Yeah," Said Scootaloo. "How would you like it if you had memory problems and everyone made up stories to trick you, huh?"

"All Mystic wants to do is fit in, but people like you think it's funnier to just be mean to her instead," Sweetie Belle said.

"Shame on you!" They all said.

Thomas didn't know what was going on with these girls. What did Lady tell them to assume his purpose was being mean? It seems she also told them about his encounter with her from yesterday, only it appears from her perspective all he was doing was merely making up a story to tease her inability to remember.

"Do you go around makin' up stories about everyone?" Apple Bloom said. "Cause if so you sure like milkin' a joke dry don't cha?"

Still getting harped on by the CMC, Thomas looks up and sees Twilight Sparkle, scissors in her hands, approaching Mystic Sprinkles with her arms crossed glaring at him still.

"Thomas, I think you should go. Whatever it is you came here to do it can't be any worse than-"

A small but audible creek goes off as Twilight took a step on the stage's floorboard. Alarmed, Mystic was about to look over her shoulder to see what caused the noise. All Twilight did was freeze up. She was about to be seen. Panicking himself, Thomas had to deter her attention back to him.

"Uh, uh, Lady! Please! Just hear me out. I wasn't doing any of that to tease you. I just, I thought,"

Mystic turned to him again. "What? That I wouldn't catch on what you were doing? Well I did. I think I've heard enough from you already. And stop calling me Lady! My name is Mystic. Myst-ic Sprink-les! If you aren't here to mock me, then you wouldn't still be calling me that."

With a quick snap of her scissors, Twilight managed to cut off a reasonable amount of her hair. Immediately she zoomed off the stage and out through the doors, unnoticed by anyone. Mystic rubs her head puzzled and looks behind her. Thomas looks back at the CMC still disparaging him.

"Mystic doesn't need anymore meanies telling her she's someone else," Sweetie Belle

"If you really weren't tryin' to tease her, then tellin' Mystic she's a talking train isn't the best approach," Apple Bloom stated.

Scootaloo chimed in. "So, unless you're here to try a different one, or at the very least apologies for the last attempt, I'd get lost."

'Were other people at this school being mean to Lady?' Thomas thought. How could they? The students Thomas encountered have all seemed really nice to him. How come Lady never received the same acceptance? Was it really because of her memory? Did people think they could just take advantage of and toy with her sensibilities? He had no idea about any of this. Her reaction yesterday made a lot more sense. All poor Thomas could do now was exhale a contrived sigh.

"You're right. I'm sorry La-Mystic Sprinkles."

Mystic raises her brow skeptically. Thomas slouches.

"I didn't know you had memory problems. None of us did. Or that everyone in this school is picking on you. No one deserves to be treated that way. I shouldn't have said all of that stuff to you. I was-I was only… I don't know what I was thinking. If it makes you feel better, I won't bother you anymore."

Mystic didn't expect him to apologize. He really seemed sincere about what he's saying. Could he be telling the truth? Regardless, she still had her arms crossed, but looked at him with a more open but formal countenance; Not wanting to appear too angry anymore but not entirely forgiving either.

"Well, thank you."

Thomas' heart sank. "I'll leave you and your friends be now."

He took one last look at the four then repentantly walked away. The CMC all look at each other. They too weren't expecting a genuine apology from Thomas. It made them wonder if maybe they ragged on him a little too much. They look back at Mystic watching Thomas leave the gym.

"I mean, he's gotta be still fooling you with that, right?" Scootaloo said. "Why would he say your beautiful if he wasn't luring you into his trick earlier?"

"Aw, maybe he just likes Mystic but doesn't know how to tell her," Sweetie Belle said. "He made up stories because he wanted to spend time with Mystic."

"Yuck."

"Let's just keep him away from Mystic as much as we can," Apple Bloom said. "Tellin' the truth or no, he made Mystic upset. And if we can prevent one less person at CHS from upsettin' her again than that's what we'll do, right Mystic?"

Mystic made an audible acknowledgment under her mouth. Her eyes gazed down. Out of all the things Thomas told her, she really believed for a moment that one statement from him was true. Or maybe it still is? Regardless, she remained truthful to her own facts, that her name is Mystic Sprinkles and she had to be a student at CHS. She didn't know what to believe, but the latter seemed more truthful to her everyday than Thomas' claims. Her name and residence here were the only thing to work off of. The CMC wasn't so sure anymore what they or Mystic felt about Thomas either. But none the less, they agreed to remain loyal and continue safeguarding their new friend no matter what.

* * *

Thomas joins Twilight Sparkle waiting for him outside gym entrance.

"Mission accomplished!" Twilight said stretching her arm up while clutching Lady's hair.

"Yeup," He said meekly.

She looks at him concerned. "Thomas?"

He didn't respond. Thomas was hunched over looking very upset. He was too disheartened over Lady, fully convinced she was Mystic Sprinkles. Would things have been different if he knew a head of time? Before he laid out her duty to the Magic Railroad? Would he have taken a different approach? Too many scenarios pop into his head. He wanted to start all over again and fix the mess that's been done, just like in Sunset Shimmer's video game world. But this wasn't a video game, this is an issue he was now stuck with.

Twilight heard what Mystic and the CMC said to him, and what he said to her. She knew what he's be going through, and felt awful for Thomas. It didn't seem easy knowing someone he cares about rejecting him, her name, and title. Lady was convinced she has a life somewhere she never belonged. Worst of all treating him like an enemy when the real threats are at large ready to steal her magic at any given moment.

Seeing him trying to muster a smile, Twilight then stepped up to Thomas and hugged him, hopping it would cheer him up a bit. It did in a way, as he returned the offer and hugged her back.

"Thank you, Twilight," Thomas smiled.

"Any time," She beamed.

Both remained hugging until the two let go, smiling at each other before walking off. Thomas felt lucky to have a good friend like Twilight to cheer him up. He found a new appreciation for his new friends after hearing what Lady as been going through.

"At least she has Apple Bloom, Scootaloo and Sweetie Belle," Twilight reassured. "She's not entirely alone anymore."

"Yeah, I guess you're right. Although those girls were a bit too pushy."

"They're not bad at all once you get to know them. When this is over, they'll see themselves who she really is too."

Then the school bell ranged.

"Come on. We'll meet up with the others later," Twilight said.

The two made their way down the corridors of the school. They now had a sample of Lady's DNA, a strand of her hair. Enough of it to study if and how Gold Dust reacts around her. Will this lead to a solution they've been looking for? Will this restore Lady's memories, or ruin them even more than they already are? Thomas kept on worrying even though he didn't have to anymore. Even if he didn't realize this yet, he had the best group of friends, both Canterlot and Sodor, by his side to take on this journey with him. And to see to it, that they restore balance back to harmony before the magic is gone forever, or fallen into the wrong hands.

* * *

 **To Be Continued.**


	27. Chapter 26: Gordon Vs Rainbow Dash

**Not much to really say here except I'm happy to finally have this chapter released. This chapter will have a very strong relationship with the overall moral of this story, which has been slowly unfolding and coming into full view starting with this chapter. In this chapter Rainbow Dash continues to train Gordon to be fast for when they have their second race to find out once and for all who out of the two is the fastest. But what will happen when an unexpected encounter get's in the way of that? Will Gordon learn to be faster than Rainbow Dash and win the race, or will a much different lesson be learned that'll change him for the better? Either way, it's Gordon V Rainbow Dash in a race to answer one question of concern to them. Who is faster? Thank you for reading and hope you liked this Chapter. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 26: Gordon Vs Rainbow Dash**

Gordon and Rainbow Dash entered the gymnasium during third period and looked over all the students practicing and playing different games. The coach allowed everyone to have free time this period, giving the two an opportunity to continue their training for their second race. After their first race didn't go accordingly due to his lack of experience running, Rainbow Dash offered to teach Gordon how to be fast as a person so they can have an even competition. With Gordon hesitantly agreeing, the two spent a good amount of time working on his running physique. But there was still more they needed to work on. Rainbow Dash told Gordon to wait for her while she left to set up their next training session. Sitting down on the bleachers, Gordon saw Thomas hanging out with the Wondercolts. He was being taught a few pointers on Basketball by two of it's memebrs; Spitfire and Soarin'. He looked over at Gordon and gave him thumbs up for encouragement. Gordon raised his thumbs up in return, but doubled checking to make sure he was doing it right. He then got up after Rainbow Dash returned.

"C'mon, I have something I wanna show you,"

She grabbed his arm and took him over to the left side of the gymnasium. Gordon was almost surprised by what he saw.

"What is this?" Gordon asked.

What he saw was an obstacle course lined up along the hardwood gymnasium court. There were ten hula hoops laid on the floor, rolled up gym mats held up by two boxes, cargo nets, frame climbers, balance beams, a monkey bar, and a rope swinging platform.

"Since we have access to the gym equipment, I took the liberty of setting up an obstacle course for the next initiative of your training."

"How is this suppose to help me be fast again?"

"This exercise will test your endurance. If you wanna even stand a chance of catching up to me, then this course should build up your adrenaline and see how long you can manage your pacing."

Gordon surveyed the obstacle course again with uncertainty. Looking at it all intimidated him a bit. Half of these set ups seemed impossible to pass. He wasn't sure if he could complete any of these courses. Gordon didn't even know what half of them were for or what to do with them.

"You're not nervous, are you?" Rainbow Dash asked, half teasing. "Because if this is too much for you we can go back to square one again."

Gordon scoffed. He didn't want to continue the same routine they've been trying yesterday; nor did Gordon want to appear as though he had no idea what he was doing.

"Nonsense. Of course, I'm not nervous. No obstacle is too difficult for me! I can certainty finish this course no problem at all. Just watch me ace this test, and before you know it, I'll be faster than you in no time."

"Yeah, keep dreaming," she joked.

However, Rainbow Dash suspected Gordon's apprehension, but chose not to say anything to him. She was impressed by his determination despite how way over his head he acted. She figured It was going to take more than one fall in a race to teach Gordon that he's not going to be amazing at everything first try and promises to run him through on what to do. Rainbow Dash nudged his arm. Gordon smirking.

"Alright," She encouraged. "Let's get started!"

* * *

After a few warm ups, Gordon positioned himself near the first obstacle. His first trial was to run across a collection of ten hula hoops lined up next to each other. Just then, two students entered the gym and inspected the area. It was Splatter & Dodge. They went over and sat on the bleachers close by to where the obstacle set up was. Both Rainbow Dash and Gordon soon noticed them. Gordon slouched with displeasure upon realizing who they were based on their color scheme.

"Tell me that's not who I think it is?" He groaned.

"It is," Rainbow Dash said, unenthusiastic.

"Well, what are they doing here?"

"What else? They're looking for Lady too."

"But, she's not here in the gym, is she?"

Gordon and Rainbow Dash looked around to make sure Lady wasn't in the gym. So far, there was no sign of her to their relief. Splatter & Dodge were inspecting the gym for Lady as well when they noticed Gordon speaking with Rainbow Dash. They both stared at them with squinted eyes.

"Um. Hey, Dodge," Splatter asked, pointing at the tall blue teen. "Does-does that guy look familiar to you?"

They examined Gordon further. The number four on the back of his jacket was enough to put two and two together. Both gasped with theirs eyes shot open. They couldn't believe what they were seeing. Gordon the Big Strong Engine from Sodor was now at Canterlot High. 'How many more engines were here?' they both wondered. After making sure Lady wasn't around, Rainbow Dash and Gordon inspected the two again in hopes they didn't see her. It didn't seem like they did as Splatter & Dodge were now fixated on them.

"Doesn't seem like she's here. If Lady's not around then they're not much of a threat," Rainbow Dash reassured.

"Are you sure?"

"Positive."

Gordon stared up at Splatter & Dodge. They both crossed their arms and glared at him. Gordon does the same before re-positioning himself in front of the obstacle course. When he wasn't looking, the two went back to panicking a little.

"There's more puffballs here?!" Dodge exclaimed to Splatter.  
"When did they start coming to this place?"  
"I have no idea."  
"Should we tell the boss?"  
"Wait, hold that thought," Dodge whacked Splatter's chest.  
"F-for how long?"

The two go back to staring at Gordon. Rainbow Dash stood close by to instruct him on what to do

"Now, let's start off by seeing how you get around this based on instinct."

"Glad someone can recognize my ability to adapt," Gordon boasted.

Rainbow Dash rolled her eyes. "Right. Once you finish getting by most of them, then we'll start you on time trials."

Gordon peered down the course, boiling with determination.

"Aaannd, go!"

Gordon took off. Not realizing he had to hop onto one hula hoop ring at once, he charged down the trail and knocked aside all the hoops until a few got tangled to his legs, causing him to fall over on his stomach. Rainbow Dash ran up and inspected Gordon. Luckily, he wasn't hurt, as she helped him up to his knees. Hearing echoes of laughter, the two look up at the bleachers to see Splatter & Dodge pointing and laughing in their nasally chuckle. Gordon and Rainbow Dash glare at them before getting back up again.

"Oh-kay. Let's try that again. Only this time, don't just barge right in. Actually examine what to do first. Remember, you're not being timed yet so take your time and assess the obstacle."

This was going to be a lot more difficult than Gordon thought. He started over, this time picking up on what he needed to do while Rainbow Dash coached him along the way. He crawled under the rolled-up gym mats held up by two boxes, but ends up knocking them off as he got back on his feet. He climbed up cargo nets and frame climbers, only to get tangled in the nets and scuffled over the other side before rolling down onto the ground and struggled getting back up again. Every time Rainbow Dash tagged in to assist, Gordon refused her offer. He wanted to prove that he could do this on his own. But, he could barely make it across the monkey bars without slipping off, or tripping off the balance beams, and he somehow managing to get himself tangled up in the rope swing. Rainbow Dash catches up to Gordon only to find him dangling upside down and covered head to feet in rope.

"Wha-how did you manage that?!" Rainbow Dash said, surprised.

"I have no idea!" Gordon cried.

All the while, Splatter & Dodge were still laughing nasally at his wipe outs, struggles, and inexplicable rope swing. Rainbow Dash managed to loosen Gordon from the swing and helped him down. As if his frustration wasn't clouding him enough, Gordon couldn't get Splatter & Dodge's annoying bantering and chuckles out of his head as they continued to tease him. Finally, he had enough and snapped back at them.

"Oh, would you two be quite already!" Gordon shouted.

Splatter & Dodge simply shared a glance. Unable to hold it in, the two-continued bursting into laughter and rocked back and forth in their seats while holding onto each other's shoulder for support. Gordon was red in the face. He had never felt so indignant and infuriated at the same time.

"Just ignore them," Rainbow Dash advised. "I bet they wouldn't get through a quarter of this course by themselves."

But they're mocking was making Gordon feel more insecure about himself. Gordon didn't like feeling this way, which is why he always had to boast about everything he did to make himself feel important; to avoid having these insecurities. Rainbow Dash could see Gordon was really beginning to doubt his abilities and felt sorry for him.

"Hey, it's gonna be alright. You'll get good at this. Didn't you say you were 'adaptable'? What happened to that pompous lug head?" She joked.

Gordon turned away and hugging himself. He didn't want to admit his apprehension to her. Being a person was a lot more difficult than he expected. The reality of it all came crashing down on him. Rainbow Dash didn't expect to see him so solemn. Gordon has talked a big game ever since he arrived to CHS. Why did he all of a sudden appear very self-doubting?

"I was never meant to be doing any of this," He finally spoke. "Being a steam engine is what I was made to be. I'm much better at being a faster train than a person. Engines can't be people. And I suppose, that means I can never run fast as one."

"What are you talking about? You can do this, Gordon. If you think you can run as fast, than you have to prove it to yourself, not just me or the rest of our friends. You're the only one holding yourself back. Engine or no, you can be the best at anything no matter what you are."

"How do you know?" Gordon grumbled.

"Because I'm not giving up on you."

Gordon was caught off guard. He shifted back to Rainbow Dash smiling with encouragement. She went on and gave him a good prep talking.

"I don't care how long it takes until you have to leave. If I have to teach you that the best way of over coming obstacles is by believing in your abilities, then that's exactly what we're gonna work on. I mean, if I can teach Thomas how to play basketball, than this'll be no sweat. Either way, you're gonna learn how to be fast, and we're gonna to have that race!"

Although the challenges seemed bleak, Gordon smiled back at Rainbow Dash, relieved that she still wanted to help him despite his set backs and arrogance.

With more confidence flowing through him, Gordon started back at the beginning and lined himself up, ready to try again. On Rainbow Dash's command Gordon takes off, this time assessing the obstacle in front of him and listening to her instructions. He wasn't being timed yet, so Gordon went through all the obstacles again with a much better sense of caution. Every time he did fall or get tangled up, he allowed Rainbow Dash to step in and help him out, much to his appreciation, and carried on again.

After completing most of the courses, Gordon felt he was ready to be timed. Rainbow Dash held out a stop clock and began the timer. Gordon took off again, mastering mostly every course he thundered past. He hopped across every hula hoop, climbed over cargo nets and leaped over frame climbers, balanced perfectly on the beams, made his way seamlessly across the monkey bar, swung across the swinging platform and stuck his landing. Splatter & Dodge were in in awe watching him complete all the courses. They never suspected him to get as good as he did. Gordon went back and repeated the course a couple times more until he finally broke his record. After his last run, Rainbow Dash happily gave him thumbs up after hitting the timer to indicate his record-breaking success.

"Oh yes!" Gordon said, confidently.

He looked up at the Bleachers to see Splatter & Dodge completely slack jawed. If the timer wasn't a good enough indication of his improvement, their reaction to his newly enhanced physical feat was. Smiling back at Rainbow Dash after rubbing it in their faces, Gordon knew now was the time to take what he learned to the test.

* * *

Outside on the soccer pitch, Rainbow Dash and Gordon prepped for their second, or rather official race. They agreed on one lap around the entire circumference of the field. The dirt track ran all around the soccer pitch in a wide circular course that enclosed the entire field. Gordon felt he didn't need any witnesses to show off how fast he's become, and how fast he'll be when the race begins. Rainbow Dash had her Geode Crystal locked away in her locker to assure that the tide was even. Her and Gordon can now have an proper competition.

"You sure you're ready, Gordon?" She asked ,stretching her arms.

"As ready as I've always been."

The two share a cold drink of water then lined up behind the white tape on the dirt track. Gordon and Rainbow Dash leaned in a running stance position, ready to start sprinting down the track. But, as he stared down the dirty path a head of him, Gordon actually felt nervous; a first for him in over many years. Can all his training pay off? Will he be able to win the race as a person? What if Rainbow Dash ends up winning; what will become of him then if the others find out? He never had such mixed emotions before. All his boasting and self assurance, and now his insecurity was being questioned and put to the test.

"Hey, Gordon. You're gonna do great."

Gordon looked over to Rainbow Dash smiling at him. He does the same.

"So will you, Rainbow Dash."

The two then stared with narrowed eyes down the track. The wind blew a clear breeze across their faces and brushed against their hair. All was silent, except their own heart beats. The time had come to start their race.

"Ready?"

Gordon was too deep in concentration. He was more than ready, as Rainbow Dash began the count down.

"Three, two, one… Go!"

And with that, Gordon and Rainbow Dash took off, this time with out anyone falling over and landing flat on the ground. To both their surprise, Gordon kept up well with Rainbow Dash. He didn't fall behind or throttled a head. The two were in deed evenly matched now. Both runners still retained the same continuous speed. Though Gordon fell behind a tad, he still remained at the same consistent haste as Rainbow Dash. But then, he started falling behind more, and more, until Rainbow Dash was ten meters from him, getting further and further away. Gordon was losing his breath and panted wearily, slowing down even more than he could bare force himself on ward. He didn't know what to do. Running as a person was not easy at all. Gordon was about to lose.

Closing his eyes, Gordon imagined himself pulling the Express. This managed to calm him down. The feeling of speeding down the mainline with the wind blowing past his face, the sun shining down on him, and his wheels turning and gripping the rails as they thundered along the tracks eased his aching muscles. This made him feel very fast, and very important. He wanted that same feeling again; the same drive to push him towards his goal. But how? He was a person, and a person isn't anything like an engine. But Gordon didn't care though. Wheels or no wheels, he was the fastest thing ever built. And as his eyes shot open, all he could see was the Mainline tracks right in front of him with the cool, blooming spring trees of Sodor zooming past him. It was then that he began building up slack and sped down the track. Gordon was now in the zone. This was the drive he needed. He was made to be an engine, and an engine is what he was proud to be. Gordon may be a person now, but he was still a locomotive at heart.

Smirking with pride, Rainbow Dash looked behind checking how far away Gordon was, only to see him charging full speed straight towards her like a train chugging and clanking with each step he took. 'How was he running this fast all of a sudden,' she thought? If Gordon could believe he was the fastest engine ever, he believed so even as a person, because Gordon felt deep down he was born to be the fastest.

"Express coming through!"

To her shock, Gordon caught up with and ran right past Rainbow Dash, gaining more speed and running further away down the track. Rainbow Dash successfully caught up with him, but no matter how fast she ran, she couldn't pass Gordon. He continued staring down the dirty track, never looked back and fired up with unwavering resolute. Rainbow Dash was running next to him, impressed by his speed and determination. Gordon quickly glanced over to her and smirked before staring back at the school as they came to the other side across from where they started. Their leg muscles were pumping and aching, but they didn't slow down once. The sound of four feet pattered the ground, growing faintly louder and galloping along as the pulsating steps switch between a rhythmic and off sync motion and intensified with every leap off the ground. They ran side by side all the way around the field. Never falling back or gaining more speed a head of one another; both eagerly determined to win.

As they were about to make a turn, Gordon saw something that caught him off guard. Off to the side near the building walls was Mystic Sprinkles and the CMC. She stood by, watching Apple Bloom and Sweetie Belle helping Scootaloo climb a rope that hanged from a beam attached to the wall. He examined Mystic, having a hard time making her out as he forced himself to run forward more to get a better look. Not paying attention, Gordon ran off course and headed straight for the impending wall close where they were gathered. Rainbow Dash immediately saw where he was heading and ran back to fetch him. Gordon was still in a fast-paced motion, but she managed to catch up, only she was unable to get in front of him. So, Rainbow Dash grabbed Gordon and the two fell onto the ground, sliding across the grass until they came to a complete stop.

Gordon opened his eyes after shutting them upon impact and saw Rainbow Dash laying right in front of him, opening and staring back at him through lidded eyes as well. They laid on the grass panting and catching their breaths for a short while. Gordon and Rainbow Dash sat up, still winded from their race, but managed to recover quickly. Rainbow Dash was both angry and confused, but also concerned for him.

"What was that all about?!"

He pointed at Mystic Sprinkles and the CMC. Rainbow Dash saw where he directed her, causing her eyes to shoot open. There was Mystic Sprinkles glooming over Apple Bloom and Sweetie Belle comforting Scootaloo, who sat with knees locked under her arms and looking very discouraged. Gordon and Rainbow Dash exchanged looks. They got back on their feet and walked over to the four girls. It was upon further inspection that everyone appeared very upset about something. Scootaloo especially, who was on the verge of teary eyes.

* * *

Everyone was alerted to the two friends approaching them, especially Mystic. The tall teen boy next to her was someone she didn't know. But even thought she didn't remember well or why, she somehow recognized the rainbow hair colored girl. She knew her, as the girl who tried playing a silly joke on her with Thomas and a the other girls.

"You!" Mystic called, stepping away from her.

Rainbow Dash waved her arms out. "Chillax. I'm just here to check on my friend."

She tilted her head. "Wait, you're friends with Scootaloo too?"

"Uh, yeah. So, no need to worry about me. Not gonna try and freak you out or anything."

Mystic crossed her arms skeptically. She then looked over to Gordon who was busy examining her. 'Lady really did look odd as a person,' Gordon thought. Though the two never officially met, he somehow felt this timid demeanor he saw before him wasn't suited for her. As someone who controlled a Magical Railroad, his impression of her seemed more evident as someone booming with life and confidence; qualities Lady appears to truly be missing since she can no longer remember herself. He nodded at Mystic, also looking over him.

"Lady."

Mystic glared at him.

"Mystic Sprinkles!" She corrected.

"Like I can keep track anymore," Gordon's eyes rolled and his arms crossed.

She stared angrily at him even more. This boy must be a friend of Thomas, she realized. He must have told him what Thomas said to her. How else does he know about that name? Unless, the rumor of her being a magic train spread across school, and now everyone was calling her Lady. Mystic didn't like the thought of that being the case. He was just like everyone else in this school.

Rainbow Dash and Gordon then saw Scootaloo sniffling and trying to hold back some tears.

"Hey kid, what's the matter?" Rainbow Dash said kneeling down next to her.

Scootaloo quickly wiped away her tears, trying to compose herself as soon as she realized who it was kneeling next to and talking to her.

"Oh, hey Rainbow Dash! What's up," She said trying to sound chipper but toned it down after sounding too eager. "I was just, about to climb this rope here."

"Oh yeah? How's that coming along?"

"Not great," Sweetie Belle admitted.

"Sweetie Belle!" Scootaloo said.

"Might as well," Apple Bloom said.

Scootaloo looked at Rainbow Dash nervously. She didn't want to explain what was really going on and appear as someone weak to her idol. She was afraid Rainbow Dash would think she wasn't cool or tough like her. None the less, if Mystic can open up to her, then perhaps maybe she can open up to her hero. Too ashamed to face her, however, Scootaloo turned her head away, took a deep breath and exhaled.

"I can't climb the rope!" she finally said.

Rainbow Dash looked up at the forty-foot rope supported by a beam.

"This rope?"

Scootaloo nodded, shamefully. "I've had trouble rope climbing for a long time. Almost like I'm incapable of it. Every time I try and pull myself up, I never get any higher or end up falling down."

Just then, doors that led into the gymnasium opened and out walked Splatter & Dodge. They surveyed the soccer field until they looked over to where Gordon, Rainbow Dash and the CMC were. At first, they weren't that surprised, until they saw Lady. She was just standing there, waiting for the taking. The two boys grinned and sneaked over to the group. Gordon peaked behind him then immediately turned away before they noticed him looking.

"I have a P. E. test tomorrow that involves rope climbing," Scootaloo continued. "All the students have to reach the very top, but I can barely get off the ground let alone pull myself up. Coach said if I don't successfully climb all the way, it'll remain on my transcript and I'll risk getting a bad mark in gym."

Rainbow Dash felt a tap on her shoulder and looked over to see Gordon nudging his head down the direction behind him. Her eyes shot open as she saw Splatter & Dodge slyly approaching Lady, unbeknownst to the faint giggling that crept closer and closer to her. She was more worried about her friend above all else to be paying attention to her surrounding. Impetuously, Rainbow Dash got up and sped over to them wrapping her arms around their shoulders.

"Splatter, Dodge!" She said eagerly. "How's it going? It's been a while!"

Mystic looks at her and the two boys perplexedly. How many friends did this girl have? More curiously, where did she recognize those two from?

"R-really?" Dodge said.  
"Yeah it's only been, what, two days?"  
"Two days isn't a while."  
"Was it even two days?"  
"I don't know anymore."  
"Me neither."

"Why don't we catch up by my locker? There's so much that's happened since we talked."

The two boys wouldn't budge though as Rainbow Dash tried nudging them forward.

"Ah, yeah. We know what you're trying to do," Splatter said, glaring at her.

"So, do, I!" She whispered through gritted teeth.

Everyone stared at them confusingly. Rainbow Dash looked back and chuckled sheepishly.

"C'mon, I insist. Now let's go!"

Using all of her force, she jolted the two forward still locked under her arms.

"Be right back!" She called.

Splatter & Dodge trembled and wobbled trying to break free of her grasp while retaining their balance, forcing them all the way back into the school through the gym doors. Gordon was left alone with Mystic Sprinkles and the CMC. He was about to follow her, but then stopped and looked back at Mystic and the three other girls.

Now that her idol wasn't around to see her, Scootaloo couldn't hold back her tears anymore as they began piling up and dripping down her face. Mystic couldn't bare seeing Scootaloo so upset. Her friend; the one who helped her along with Sweetie Belle and Apple Bloom when she was feeling down and hopeless. There had to be something she could do to; but she couldn't think of anything that might cheer her up.

"Scootaloo," She said, kneeling down next to her. "Please don't cry. Why don't we try it again?"

"Yeah, Scootaloo!" Sweetie Belle encouraged. "Let's keep on trying. I'm sure the more we work on it the better you'll get!"

"Remember what we were sayin' earlier?" Apple Bloom said. "We may be short but we don't get defeated. We've got hearts strong as horses!"

"But I'm not a horse!"

Everyone stared at her worrisome. While their hearts were in the right place, it wasn't enough to ease Scootaloo or her rain of tears.

"I'm never gonna pass this test, which means I'm gonna get a bad mark and fail gym class," Scootaloo whimpered. "Why can't I do something so simple as climb a rope? Everyone else can do it fine, so how come I'm the only one having trouble?"

"Scootaloo," Mystic said, somberly.

"I've worked really hard too. I keep trying and trying, thinking I've gotten better, but it get's me nowhere. I don't wanna be bad a rope climbing. I don't wanna fail this test! It's just not fair!"

Scootaloo buried her face in her arms, and started crying. Apple Bloom and Sweetie Belle patted her back for comfort. Mystic didn't know what to do. Seeing her friend in a similar state she was in made her heart sink. She felt so helpless listening to her sobbing beneath her arms.

All the while, Gordon saw and heard everything, watching and listening in to what's going on. Earlier, he was in the same mind set as Scootaloo. He could barely run, jump or climb over obstacles. Even when he was racing Rainbow Dash, he still doubted his ability to carry himself all the way through, something Gordon has never done before to the likes of his memory. When all seemed lost for him, Gordon came to the quick comprehension that kick started a new-found confidence he could be proud of again. Whether he was on two legs or eighteen wheels, he was made to be fast, and that's what drove him to believe he could not only keep up with Rainbow Dash, but also surpass her; if only for a brief moment. None the less, it was through Rainbow Dash's coaching, support, and loyalty that taught him to over come the obstacle courses and improve his speed. But most importantly, to be the best that he can regardless of what he is.

Knowing all of this, Gordon actually began feeling grief for Scootaloo. It saddened him to hear her crying as well. He knew how frustrating the feeling of not being able to do something all to well, especially since he on occasions got stuck going up his own hill back on Sodor. Too disheartened by her predicament, Gordon determinedly knelt down on one knee next to Scootaloo and gaining her attention right as he spoke up.

"Now you listen here, little one. I didn't become the fastest, strongest, most important engine on Sodor by sitting around and crying to myself. I did so because I am an Express engine."

Scootaloo looked at Gordon perplexedly while he spoke. She had no idea where he was going with this, or why he was referring to himself as an engine. Apple Bloom and Sweetie Belle exchange several looks just as confused.

"And Express engines are made to be right on time and really reliable. How do I know this? Because that's what I was built to do.

The CMC all blinked and stared perplexedly at Gordon.

"What I'm trying to say is," He continued. "If I was made to pull the Express, then you were most certainty made to climb this rope."

Scootaloo wiped away some of her tears. "B-but, I can't. Weren't you listening?"

"I was. Which is why I am telling you to stop doubting yourself and start trusting your abilities. The problem isn't being able to climb, it's thinking you can't that's preventing you from doing so.""

"But,"

Gordon interrupted. "You have to believe you can if you're ever going to make it to the top. You were made to climb this rope, and climbing is what you're more than capable of doing."

He stood up placing his hands on his hips.

"Now, let's see you climb this rope," Gordon commanded.

Scootaloo and the others stared at him like he was a mad man.

"Um, excuse me?" She said.

"I want to see you climbing this rope."

"I told you already, I can't."

"And that's why you couldn't do it before; by saying you can't."

"I won't get any higher than a foot off the ground."

"All I need to see is how you climb. We'll worry about getting further up afterwards."

Scootaloo looked at her friends wondering what they thought about Gordon's approach. They too didn't know where he was leading with this, but they wanted her to keep on trying and supported the notion; encouraging her to give it another shot. Mystic kept to herself and just sat there watching this unfold, perplexed over why this boy was helping her friend.

Hesitantly, Scootaloo got up and approached the forty-foot rope; staring up at the very top where the beam hanged attached firmly to the wall. She grabs onto the rope with both hands and dangled half a foot off the ground. She tries pulling herself up using all of her upper body strength as she goes to grab the rest of the rope above her, reaching with one arm and the other to hold and support herself. Scootaloo couldn't carry the weight of her entire body by one arm though and lost her grip, causing her to let go entirely and fall back down. Thankfully Apple Bloom and Sweetie Belle stood by to catch her before she hit the ground.

"See," She said. "No matter how hard I try, I can't bring myself up."

Gordon stroked his chin while inspecting the present issue. He knew nothing about rope climbing, but thought of a way to help, even thought he wasn't so sure himself if his input would work. Regardless, he walked up to and handed Scootaloo the end of rope. Puzzled, she takes it back while he instructed her on how to hold it and what to do when climbing.

"Here's what you need to do," he began. "You're relying too much on your arms to carry you. Try wrapping the rope around your leg and step on it like this. That way you're being supported while your arms have free movement to hoist yourself."

"I don't know about this," Scootaloo said, doubtfully.

"Go on, Scootaloo. Give it a shot!" Sweetie Belle said.

"You can do it, Scoot. We believe in you!" Apple Bloom cheered.

Scootaloo looks back at Gordon nodding reassuringly. Taking a deep breath and exhaling, Scootaloo wraps the rope around her right leg and hoists herself up. She steps on the end that overlaps her foot with her left. With all her might, she reaches and pulls herself up; gliding along the rope as she climbed further while remaining clutched on the line, shaking a bit down at her feet to get rid of the slack. Everyone was amazed. Scootaloo looked down surprised to see how much higher she was than her last attempts and beamed with joy.

"I-I'm climbing? Hey! I'm actually climbing!"

"Keep goin', Scootaloo!" Apple Bloom called.

"Yeah, don't stop now," Sweetie Belle said. "Reach for the sky!"

More determined than ever, Scootaloo pulled herself up further and further all the way, slithering her legs along the rope as she got closer to the top. Gordon, Mystic, Apple Bloom and Sweetie Belle watched with incredulity as she reaches the very peak of the beam. In complete disbelief herself, Scootaloo's adrenaline was racing with excitement upon realizing how high she was. She had made it at last.

"I did it!" She called.

Sweetie Belle and Apple Bloom cheered and jumped with excitement. Mystic Sprinkles was just as overjoyed and proud of her friend. Never had she grinned as bright as she is in such a long time. Scootaloo looked down to see her friends celebrating and a smiling Gordon nodding with approval. She lets go of the rope, thinking her knees could still hold on, and waved her arms in the air in celebration. However, her knees couldn't keep their grip as she found herself dangling upside down from the the rope. Everyone gasped in shock. Struggling to cling back on, Scootaloo then found herself plummeting all the way back down. Her friends watched with horro as a screaming Scootaloo neared the ground. Instinctively, Gordon got in underneath where she was about to land and grunted as he successfully catches her in his arms.

"I got you."

Scootaloo blushes coyly, laying in his arms until Gordon placed her back down on her feet. Unknown to them, the coach was watching them the whole time while taking notes.

"Are you okay, Scootaloo?" He asked, running up to them.

She nodded.

"Phew, I'm glad you're alright. I must say, that was some remarkable improvement you displayed there a moment ago. Keep this up tomorrow and you'll past the test no problem!" He then walked off proceeding back into the gymnasium.

"Did you hear that?" Scootaloo exclaimed, "He said I'm gonna pass! I'm gonna get a good mark!"

Apple Bloom and Sweetie Belle both hugged Scootaloo and all three jumped up and down, cheering and celebrating her victory. While she couldn't be any happier for her friend, Mystic was still confused over why Gordon would help her. If he was a friend of Thomas wouldn't he just tease her for not being able to climb? Where did this sudden kindness of his come from?

"Why did you do that?" She asked. "You don't even know who she is."

"Neither did you. Simply put it, 'Mystic Sprinkles', I wanted to her realized that no matter what she is, Scootaloo here is made to do just about anything; by believing in herself enough and seeing she's more than capable of overcoming her set backs. Just like how Thomas wants to help you realize who you really are."

Mystic was taken aback. He did have a point, despite her contempt for his attitude. He still believed Thomas' silly assumption of her. How can somebody like that still want to help someone else in need? Perhaps he wasn't as bad as she led on to believe? The CMC overheard Gordon's praise after finishing their cheers. They exchange looks at each other in agreement with his message. He then walked up and knelt down next to them.

"Well done, little one. Didn't I say you were made to climb that rope? And it looks as though you'll receive a glowing report to boot!"

Overwhelmed with gratitude, Scootaloo went up and hugged Gordon tightly.

"Thank you, thank you, thank you so much!"

"Oh. It was uh, nothing," Gordon said, hugging her back shyly.

It was a strange feeling having someone hug him; someone he barely knew but helped out when they were faced with a difficult dilemma. It made him happy. Scootaloo lets go, still beaming with joy. The school bell ranged to indicate the end of third period.

"C'mon," Apple Bloom said. "Let's get pizza in the Cafeteria to celebrate Scoot's victory."

"Yeah!" The three girls say in unison.

The CMC laughed as they raced pass Gordon. Sweetie Belle grabbed Mystic by the hand and drags her along with them. Mystic looks over her shoulders to Gordon, the teen boy who she thought was nothing but a jerk at first and actually came through to help her good friend out with her issue. She felt very conflicted indeed.

* * *

Just then, a blue streak zoomed in next to Gordon and gave him a bit of a jolt.

"Sorry I took so long," Rainbow Dash said. "I had to take Splatter & Dodge somewhere where they couldn't find their way back to the gym."

She quickly noticed upon surveying the area that Mystic and the CMC were now gone.

"Wait, where's Scootaloo? Where's Lady?!"

"Scootaloo was having a bit of a rough start climbing this rope. While you were gone, I gave her a few pointers and helped her make a remarkable improvement. As for Lady?"

Gordon and Rainbow Dash both glanced towards the gym entrance. Apple Bloom, Scootaloo, and Sweetie Belle all waved at him as they and Mystic entered the building. Rainbow Dash smiled at him proudly, nudging his arm in a playfully manner. Gordon does the same.

"Thanks for looking out for them," Rainbow Dash said. "So, are we gonna pick up where we left off or what?"

Gordon pondered over it for a few seconds before speaking up.

"You know, now that I think of it, I don't think it matters who's the fastest. What matters is that we're more than capable of doing anything we want no matter what we are, especially running fast. And helping someone else realize this was a far greater reward than beating you in a race. So, if it's all the same with you, Rainbow Dash, I'm happy with just being whatever I'm made to be."

Rainbow Dash smiled. "I'm proud of you, Gordon. You managed to over come set backs, accepted that you can't be good at everything at first and worked on bettering yourself not as a person or an engine, but as your own self. Not to mention passing along what you learned onto others. So, if you'd rather not have another race, I guess I'm okay with that too."

"Thank you, Rainbow Dash."

Then she turned on her heel and smirked a cheeky grin while crossing her arms behind her head.

"Besides, I understand if you're too chicken to lose against me."

Gordon steamed and glared at her. His face was red with anger.

"It's perfectly fine being okay with the fact that I'm always gonna be the faster out of the two of us."

"Why you!"

Gordon reached his arms out and tried charging after her, only for Rainbow Dash to step out of his way, causing him to trip over himself and fall on his back. He laid on the ground then wearily opened his eyes to find Rainbow Dash smugly but playfully leaning over him.

"I don't think so. Gotta catch me first, if you can!" She taunted with a wink then ran off laughing.

Very annoyed at first, Gordon smirked and started chuckling too as he got up and proceeded after Rainbow Dash. The two friends chased each other around the soccer pitch then all the way back into the school building, all while laughing and having fun. Although they never found out who was the fastest out of the two, they both agreed that the lessons they learned today was a far greater discovery than seeing who can out run who. And while they one day hope to still answer that question, today they were just fine being much better friends.

* * *

 **To Be Continued.**


	28. Chapter 27: Lingering Stranger

**Synopsis: The Engines learn more about the Girls and the magical abilities their world and geodes possess. All the while, a continuing threat has concerned Luna to put a spot to their antic, and promoting Thomas to confront an old foe for the first time since his departure from the Island.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 27: Lingering Stranger**

 **The Rainbooms:** "Shake your tail 'cause we're here to have a party tonight. Shake your tail, shake your tail."

"Shake your tail 'cause we're here to have a party tonight. Shake your tail, shake your tail."

"Shake your tail 'cause we're here to have a party tonight. Shake your tail, shake your tail."

"Shake your tail 'cause we're here to have a party tonight. Shake your tail, shake your tail."

"Shake your tail 'cause we're here to have a party tonight!"

Withering flashes of light shine as the girl's pony ears, tails, and Pegasus wings disappear after finishing their song for the Steam Team. Twilight Sparkle, Sunset Shimmer and the others offered to show Thomas' friends what happens to them when they play music. So, the whole gang met in the band room during lunch to learn a little more about their powers. Thomas bobbed his head the whole time they were playing, holding onto Spike who was also enjoying their music. He had heard their songs already and was happy to hear them again with his friends all there to watch as well. James and Percy, standing next to Thomas, glanced over to him once perplexed by his head movement. The girls look at the Steam Team eager to hear their response.

"So, what do you think?" Thomas asked. "Pretty great right?"

Some of the engines were in deed left gawking in awe shock. Some were still deciding what to make of the strange noises their instruments made, and how they managed to grow wings, ears and ponytails out of thin air only to disappear once they stopped playing.

"Yes. It was certainty something," Edward said. "Question; how did they grow wings and ears like that?"

"Ever since magic came into this world" Sunset explained, "we've been able to tap into it's energy by expressing the truest part of ourselves. Whether it's through playing music or by embracing what makes each of us unique."

"And is it just you girls that can do this?" Henry asked.

"So far," Twilight shrugged.

"We were the first ones to use magic when it came to CHS," Fluttershy said. "And we've been the only ones who can use it ever since."

"Saved for the power crazed so and so's bent on world domination and what not," Applejack imputed.

"Other than that," Rainbow Dash strummed her guitar, "what do yah think of our awesomely cool song?!"

"I liked it!" Percy said. "It made me want to get up and move uncontrollably, but in a good way."

"So, it made you want to dance," Thomas chuckled.

"Yeah, I think it did!"

"Just FYI" Rainbow Dash said, "Awesome As I Wanna Be would've totally made you wanna dance too."

"Ah really doubt it would've," Applejack commented.

"Um, w-what do the rest of you think?" Fluttershy asked, shyly.

"It's a little loud for my liking," Toby said.

"I quite agree for once," Gordon said. "How can any that noise be considered music?"

"Because it's awesome, that's why!" Spike said.

"I didn't think it was that loud," James commented. "Though it's still unlike anything we've heard before."

"The noise is a bit strange at first," Thomas started, "But if you listen to it a couple of times, it'll start to sound better every time!"

"It does have a nice cheerful sound to it," Henry commented.

"I'm still trying to figure out how they make sounds on those funny looking instruments," James said.

"You mean a guitar?" Sunset said after checking her guitar.

"I don't think we have gee-tars back on Sodor, do we?" Percy asked.

"I've never seen them before," Edward said.

"Or a portable piano," Henry pointed.

"Keytar darling, keytar," Rarity corrected. "And while, not as refined let's say as the grand piano, it still has an exquisite sound to it you just can't help but adore."

"How bout the bass?" Applejack asked. "Pretty nifty tone if ah do say so myself."

Some of the engines nodded and agreed, mostly because they weren't sure what the difference between the guitar and bass were. Pinkie Pie started playing her drums again, beating every tom then finishing off with a swing at the cymbal.

"What About The Drums? Bet You've Heard That On Sodor Before Right?"

"We do have drums on Sodor," Toby said. "But they're usually worn around the neck."

"Those Are For Marching Bands, Silly. These Drums Can Make A Lot More Noise Than A Singular One!"

"So, we've heard," Gordon said.

"I guess this would be pretty uncanny for engines that live in a place were these instruments haven't been invented yet or still being conceptualized," Twilight Sparkle said.

"Well I have to admit, I am starting to like these songs the more I think about it," Henry said.

"Me too!" Percy said. "The song we just heard is even still playing in my head."

"That'll happen a lot," Fluttershy giggled.

James meanwhile was humming the song to himself thinking no one was paying attention until he looked at everybody smirking at him.

"It's alright," He mumbled crossing his arms.

The girls share a few looks smiling to one another. Thomas giggled along with some of his friends.

* * *

While packing away their instruments, Thomas' friends were shown what each of his friends from Canterlot's magical abilities can do. Twilight used her telekinesis to pack away most of the band equipment. Rainbow Dash ran in a streak of blue and rainbows all around the room putting everything away in it's place. The rest decide to show off as well when Rarity used her diamond manifestation ability to create all sorts of different shapes and sizes. Fluttershy called a couple of birds into the room and used her powers to have a conversation with them, as well as a few animals that she sneaked into school again. Applejack used her strength to hoist a grand piano up with just one arm and place it back where it's usually stored. Next, Pinkie Pie poured a bunch of sprinkles in her hands and threw them up in the air, creating an exploding cloud of sweetness.

The Engines were stunned. They knew the Girls had magical abilities, but to see them in action threw them for a loop. This was the first time any of the other engines got to see some of their powers in use, and they were just as amazed as seeing their music talents. At fire, they couldn't help but feel a little nervous about them. It's not every day they see people use magic tricks to cause the most unusual anomalies to transpire. But because they knew theses Girls well enough that they'd never do anything wrong with their gifts, the Engines felt nothing to worry about with the magic being used in proper care.

"Say, what does your magic ability do, Sunset?" James asked, approaching her.

"Give me your arm," she smirked.

James stroked his hand. "Why?"

"Trust me."

James wasn't so sure what she was about to do. He gingerly held out his hand to her. As Sunset grabbed it, her eyes turn a pale snow white and peered deep into James' subconscious. She could see what James was feeling and thinking. What she saw going through his mind, however, was him back on Sodor as an engine. He was pulling red branchline coaches and bounced around excitedly through Knapford junction.

 **James:** "Somebody has to be the favorite! The one that everybody wants to see!"

"Somebody has to be better than the rest! Somebody has to be so good that they're the best!"

"Somebody has to be the favorite. Somebody has to be meee!"

"Say hello, the favorite is here!"

Sunset lets go of James as the white vision tunnel fades and brings her back to reality.

"Somebody's definitely full of themselves," she said, crossing her arms.

James was a little embarrassed. He didn't know Sunset Shimmer could see into his thoughts and knew exactly what he was feeling. Now he did, and so did everyone else he saw looking at him with smirks and head shakes. James glared back at Sunset before resting his arms on his waist.

"Well, I can't help it if I'm Sir Topham Hatt's favorite engine," James boasted.

"What?! No, you're not, James!" Thomas protested.

James sniggered. "I guess we'll find out once we're back home then, won't we Thomas?"

* * *

After a while, everyone lounged around the band room and chatted. Their conversation brought them back to Lady after Gordon and Rainbow Dash mentioned their recent encounter with her that morning. The Engine's and Girl's were relieved to hear she at least made some friends, Applejack and Rarity especially given how two of them were their younger sisters. Thomas and Twilight brought up Lady as well, revealing what she was doing while obtaining a piece of her hair.

"Now that we have a lock of her hair," Sunset said. "We can determine if returning Gold Dust will make her remember who she is again,"

"I really hope it does," Thomas said.

"But where will we even find more Gold Dust if it does restore her memory?" Fluttershy asked.

Sunset Shimmer went over and sat next to Thomas leaning against the wall with his arms resting on his knees.

"You sure Burnett Stone or Mr. Conductor wouldn't know what to do about Lady?" She asked Thomas.

"They would. I just don't know how to reach them."

"You could always go to Muffle Mountain or Shinning Time and ask them yourself," Spike suggested.

"We don't know if they'll be there though. And it'll be such a long trip too if I don't end up finding them at first." Thomas sighed, "I wish Mr. Conductor was here. He would know what to do."

Both Thomas and Sunset stared blankly at the floor. Then Sunset leaned her head on Thomas' shoulder for comfort. Thomas froze, looking down at her still staring at the floor in a nonchalant manner. He didn't know what to make of this. He felt strangely more relaxed however the longer she remained rested on his shoulder. Gingerly, he lays his head on top of hers. Sunset looks up at Thomas, who was anxiously hoping he wasn't making her uncomfortable. To his surprise, Sunset smiled a sweet grin. Feeling relieved, the two friends remained resting their heads on each other.

Percy crossed his arms and turned away to Pinkie Pie eating a white frosted covered chocolate bar. Pinkie beamed and offered him a piece, which he happily accepted, forgetting he was upset as the two friends munch on their bars. As everyone else pondered to themselves, the door opens and in walked Vice Principal Luna.

"There you are, Thomas. May I have a word with you outside?"

Everyone was alerted and confused. What did Luna want to see Thomas for? He looks at Sunset and the others before getting up and leaving the band room with her. His friends were worried for Thomas, especially Sunset. Did Luna want to see him about Lady? Sunset then thought about resting on Thomas' shoulder seconds ago. She rather enjoyed it even more after Thomas laid his head on hers. She stared at the floor again but this time smiled to herself, brushing a lose string of hair back behind her ear.

"Oh no, I've seen that look on Princess Twilight," Rarity said. "So, don't you start thinking about it either, Sunset Shimmer."

"What do you mean?"

"Oh, c'mon Sunset," Rainbow Dash chimed in. "We've all seen how you act around him. You think we haven't picked up in it?"

"Pick up on what?" James asked.

"Just the obvious correlation brewing between the two," Twilight said, cheekily.

"I don't know what you're talking about," Sunset said, hanging her head.

Applejack chimed in. "Always sittin' next to him, lettin' Thomas stay at yer place, him singin' to yah, payin' fer his food and vise versa. Ah think it's pretty obvious what's goin' on between the two of you."

"It is?" Henry asked.

All the Girls began giggling. The Engines had no idea what was funny or what they were leaning towards. Sunset's face turned red.

"I think somepony might be head over heels for a certain someone with a number one on his shirt," Spike teased.

"Oooo, Sunset Has A Crush On Thomas!" Pinkie exclaimed in a sing song tone.

"What? No, I don't!" she said.

"You totally do!" Rainbow Dash pointed.

"Uh, pff. Darling, it's written all over your face," Rarity joked.

"No, it isn't," Sunset blushed.

"Of Course It Is!" Pinkie Pie proceeded to point at random spots on her face, much to Sunset's annoyance. "It's Written Right Here, Here, Here, Here, Here, Here, Here, Here, Here, And Here!"

"What do you think they're talking about?" Percy asked the other engines.

"Something completely beyond your understanding," Gordon said.

Sunset tried deviating the conversation. "I don't feel that way about him. Even if I did, I doubt he feels the same way. He sees me more as his friend, just like I do. Besides, he's a Train, and I'm a Unicorn. That just doesn't mix. Right?"

"You do have a point," Fluttershy said. "From the looks of it, I don't think Thomas has ever experienced having those feelings, or even knows what they mean."

"It's like he's completely clueless," Applejack added.

"It's probably for the best," Twilight Sparkle shrugged. "I mean, what does a locomotive even need to feel affection for anyways?"

Sunset sighed in disappointment. "Yeah, you're right. I better go check on him."

The Girls knew Twilight was right, but also felt sorry for Sunset. Still, they continued holding back their snickers as she left the room. Rainbow Dash nudged Applejack to the Engines. They now began snickering at the Engines, still a bit confused by what was so funny. But then something else came to their attention during the girl's conversation.

"Since when was Sunset Shimmer a unicorn?" Edward asked.

Twilight and the others exchange several looks, realizing they haven't told the engine's yet about Equestria.

"Since always, I guess?" Twilight said.

"How is that possible?" James asked.

"It's Simple! Pinkie began. "Sunset Shimmer's From A Magical Pony World Were Lost Of Magical Creatures Live, And In That World, There Are Ponies That Look A Lot Like Us Only They're Not Us And Have Lots Of Magic Powers Like We Do, And They Fight All Sorts Of Powerful Creatures Including Sunset Shimmer Who Took Princess Twilight's Crown Which Has A Magical Element Embedded In It That Helps Power Other Magical Elements,"

Pinkie Inhaled loudly.

"So That She Could Take Over CHS By Turning Everyone Into Mindless Zombies And Rule Over Equestria Because Sunset Really, Really Wanted To Be A Princess, But Then Became Our Special Bestest Friend Ever After We Used The Crown Which Also Turned Her Into A Raging She-Demon To Transform Sunset Back Into Her Normal Self Again!"

The Steam Team looked at each other, wide eyed and confused beyond apprehension. Where do they even begin from there?

"Um, could you repeat that last part?" Henry asked.

"Which One?"

"Eh, everything after magical pony world."

Pinkie Pie inhaled deeply, about to start over the same explanation until Twilight covered her mouth and stepped in.

"Allow me to abbreviate it for you," She said, confidently.

And so, Twilight went on explaining to The Steam Team the concept of Equestria and how it connects to CHS, as well as a vaguer explanation of how magic came into their world because of Sunset Shimmer and the Element of Magic.

* * *

"You saw what?" Thomas nearly shouted.

Vice Principal Luna brought him out into the hallways to update him on the strange man students have been reporting for the past week. Someone whose been on the hunt for a girl with golden hair.

"I saw a man with a claw on his back disturbing some of the students."

"Where did you see this?"

"Outside in the soccer field. He was leaving right as I arrived. Based on the student's description, I'd say this stranger is the diesel engine Fluttershy and Rarity told Celestia and I about. Diesel 10 is it? The one working with a Genie to destroy our worlds?"

Thomas didn't want to admit it, but nodded his head anyways.

"Hmm, I thought so." Luna said, stroking her chin. "I'm assuming you knew this was him beforehand as well?"

Thomas nodded again, then told her what happened yesterday after his friends from Sodor arrived at CHS, as well as his encounter with the Genie and what he told him about their plan. Luna was a bit surprised. She hadn't seen any of his friends around school yet. Were those boys in the band room his friends? Luna thought. This made her more concerned for Thomas and the others.

"I don't know why he's acting this way, Miss Luna," He said. "Sure he can be a bit troublesome, but he'd never actually hurt anyone, not anymore at least. I figured that… that maybe the Genie was making him do all this."

"Perhaps he's trying to find Mystic Sprinkles by gaining info off students. Is that not the reason you're all trying to protect her?"

Thomas rubbed his head. "Yeah, but-"

"But nothing. I will not allow this man, or diesel or whatever he is, anywhere near my students. Its clear you and everyone in this school are in more danger than we thought."

Stepping out from the band room, Sunset saw Thomas and Luna talking further down the hall. She stayed by the entrance while leaning against a wall with her arms and legs crossed, and listened in to the conversation.

"What are you gonna do?" Thomas asked, shyly.

"Diesel 10 is not allowed on school property. On top of that, he's been going around frightening everyone at CHS. I know he's from your world, Thomas, but this has been going on longer than needed. I'm afraid I'll have to call the authorities and have him escorted off campus."

"No!" Thomas gasped.

Luna was taken aback.

"I mean, you don't have to do that. I'll go and talk with him. Maybe I can convince Diesel 10 to leave if I tell him what you told me."

"Absolutely not. He's out to destroy your world, Thomas. Who knows what he'll do if you meet him face to face."

"I'll know. Please, Miss Luna. He'll listen to me. Diesel 10's only around because he has two other diesel engines looking for Lady. So, he's waiting for them to bring her to him. But I can convince him to go. Please?"

Luna stroked her chin. "How dangerous is this diesel engine? Rarity and Fluttershy made him out like he was some sort of lunatic. I'm not positive I want to send a student out to handle someone like that."

"He's not like that. Diesel 10 will leave once he knows about the officers. He won't object to anyone of higher importance than him," Thomas said, half telling the truth.

He wasn't so sure himself if Diesel 10 could be reasoned with, but he didn't want him being taken away, so he said anything in his defense. Luna pondered over it for a few more seconds.

"If you can convince Diesel 10 to leave CHS property, then I'll call off the arrest. You seem pretty confident he'll listen, so I'll continue leaving this up to you and the others."

Thomas sighed with relief.

"But, I'm still phoning the authorities while you do so. If something should happen while you're alone with him, I want to be be sure it's dealt with right away. Don't take this as me not trusting you. I'm only doing this for your safety, Thomas. You understand that, don't you?"

"Yes, ma'am, I do. Thank you, Vice Principal Luna."

"In the meantime, I'll inform the police that the situation is being dealt with. However, should they set up an investigation regardless is out of my hands. Do what you must, but be safe, okay?"

He agreed, and two went their separate ways. Before leaving, Thomas wanted to tell his friends where he was going, but knew he had very little time to warn Diesel 10 and continued walking down the next hallway. Luna walked by Sunset and stopped in her place.

"I'll make sure he's okay," Sunset reassured, leaning up from the wall.

Luna smiled with relief and allowed her to catch up with him.

* * *

Reaching the lobby, Thomas exits the school, stepped down the stairs and walked across the courtyard until he stood in the middle area between the Wondercolt Statue and the entrance. Meanwhile, Sunset Shimmer was following Thomas. She came walking through the doors and stood by the entrance surveying him cautiously. He looked to his left at the soccer field. Luna said that's where he was last seen. But he also leaving as she arrived too. If he wasn't there anymore, where else could he be?

"Genie said that you'd be looking for me."

Freezing up, Thomas looked to his right, seeing who it was that called out to him. Too his utter shock, he saw a man leaning against the wall of the school building with his arms and legs crossed. Thomas instantly recognized the voice and his color scheme upon getting a glance of him. This was him, without a doubt. This was Diesel 10. He turned to his direction, shaking nervously, and approached the man taking one slow, quivering step at a time until he eventually joined him by the wall.

"D-Diesel 10?"

He got a glimpse of his nasty smirk, and then his entire face as Diesel 10 tilted his head up and looked back at Thomas, still grinning with intrigue.

"So, we meet again, Puffball."

Every nerve in Thomas' fiber froze with dread. He never got a good look at Diesel 10 in his human appearance until just now. No matter, if he was an engine or a person, Diesel 10 still looked absolutely terrifying to Thomas. His long jacket and worn clothes were ragged; his long brown hair was messy and glimmering grease. He was every bit as uniquely presenting as his original, diesel engine form. Thomas plucked up courage and spoke, waving meekly at him.

"Um. Eh. H-hi, Diesel 10."

"Hello," He said, casually.

He still wouldn't stop smirking. Thomas was too afraid to say anything else. Both continued staring at each other. They had a rough history of schemes that were planned out by Diesel 10 while Thomas and his friends foiled them. It had been a long time since either engine have seen each other. With the circumstance they're both in, the tension building up to their reunion was a little unsettling. All the while, Thomas was wondering what happened to his claw. It didn't see it anywhere on him. Pinchy then slithered out of Diesel 10's trench coat and hung close his face.

"You remember Pinchy, don't you?" He asked, patting the Claw's bottom jaw. "Because Pinchy remembers you very much. He's been looking forward to meeting you all again; just as hungry as before."

"O-oh? Really?"

Thomas stared at Pinchy. The claw remained fixated on Thomas as if it was waiting for a prompt or command to lash out at him.

"Let's cut to the chase, Puffball. You're obviously looking for me because I may or may not be after a certain lost engine in hopes of gaining her sparkles and using them to annihilate Sodor and everything it stands for. Right?"

"Um, yes? Well, actually that's not the only reason I need to speak with you. Vice Principal Luna saw you bothering some students earlier in the soccer field. She's going to have the police take you away unless I convince you to leave CHS property."

"Oh, how noble of you. Trying to save someone who wants to destroy your home and all your friends. You really are a useful engine, aren't you?"

"But, why though? Why are you doing all this."

"Hmm, could you be specific."

"Stealing Lady's magic, forming an alliance with the Genie, and using Gold Dust to hurt other engines. Why are you trying to destroy Sodor, Diesel 10?"

He sniggered. "Wouldn't you like to know."

"Is it because Sir Topham Hatt sent you away?"

"Could be. It's one of the reasons at least."

"But didn't he forgive you after what you did?"

Diesel 10 shrugged snidely. Thomas grew annoyed by his allusiveness.

"You know, if you weren't trying to cause confusion and delay like you always do, you'd still be allowed to work on Sir Topham Hatt's Railway."

"Sir Topham Hatt's Railway!" Diesel 10 laughed.

He then leaned up and began imitating Thomas. "Oh, look at me, I'm a little blue puffball. I always get my jobs done. I love working on Fatt Hatts Railway. Little engines can do big stupid, stupid, stupid it's all stupid!"

Thomas was insulted.

"Maybe I just love seeing engines wallow in pain and having their entire being completely stripped from them! Did you ever think of that? Of course not, because you're nothing but a goody tooty little tin kettle."

"I don't understand. You used to be a really useful engine. I thought you learned your lessons about causing trouble after the Steamworks and Christmas fiasco?"

"The only thing I learned then is that Mr. Fat Hatt doesn't care about diesels. He loves his good for nothing steam engines oh so much. And him sending me away more than proves that to be true!"

"No, it's not. Is that what this is all about? Sir Topham Hatt loves his engines; steamies and diesels a like. He only sent you away because you were probably up to your old tricks again."

Diesel 10 laughed maniacally, frightening Thomas a little. "If only you knew the whole truth to that little fib. I'd tell you now, but I think I'll savor it when I finally see you and all of Sodor in shambles."

"What do you mean?"

Diesel 10 chuckled abominably. He knew something Thomas didn't and it amused him all too much. Confused, Thomas urged on to try and convince Diesel 10 of his ways but was interrupted before given a chance to.

"If I were sent away because I was up to my old tricks, which I am if you haven't caught on by now, why do you still harbor this delusion that I'm really a good engine?"

The Genie must of told him everything. Thomas as surprised at first, but saw his chance to get to the bottom of his schemes.

"What about what you did with the Sodor Airport; When we all needed your help and you did so because it made you feel really useful? None of that meant anything to you either?"

Diesel 10 crossed his arms. "That Diesel 10 has been scrapped, and restored as the pure all-natural Diesel 10 you now see before you. The way it should be."

"It doesn't have to be like that. I know there's still good in you, Diesel 10. Some may not believe it, but what matters is that I'm not going to stop. There's a caring side to you that I know still exist. And I wanna help you see that side again."

Diesel 10 pretended to wipe away a tear and start crying. "Oh, boo hoo. Your words have touched this old diesel's soul. I can feel a change of heart. Maybe I should abandon my ways and turn over a new leaf because you believe I'm good inside!"

He then leaned in closer to a nervous Thomas while glaring at him.

"If you think there's even remotely anything left of what you thought was simply an act of cooperation to avoid getting sent away, which ended up happening anyways after putting it upon myself to be 'really useful' for once, you're only fooling yourself, Puffball, because big bad old McDiesel is here to stay!"

Thomas' heart curled up. Diesel 10 arched back up.

"But hey, maybe you're right. Perhaps I did change. I mean look at me. I haven't told Pinchy to destroy you this whole time we were talking. And trust me, Pinchy really, really wants to gnaw at you right now. Dontcha, Pinchy?"

All the while, Pinchy crept closer and closer to Thomas and gently chomped the air between them. It reclined back and positioned itself beside Diesel 10.

"Buuut, I can't allow that. Genie told me to lay off you all and focus on obtaining the lost engine's magic."

"He did?" Thomas raised his eyebrow.

"I know right? Who does he think I am; A diesel who doesn't destroy steamies? Regardless, you're in the clear, for now."

"Well, you still have to leave school property," Thomas said, crossing his arms. "Vice Princapal Luna's already phoning the police right now to take you away."

"Is that right?" he grinned.

Thomas quivered. He didn't know what he was going to do, or if he'll listen to his warning and leave while he still can.

"Fine. I'll go." Diesel 10 hid his hands behind his back and strolled pass Thomas. "Even though they're doing a terrible job, Splodge is on the look out for the lost engine too. Guess there's no real reason for me to stick around until they bring her to me."

Thomas fixedly panned around and watched him walk away. His next response was hesitant, but he blurred it out anyways.

"You're not going to find her," He said, sternly.

Diesel 10 stood in place and pivots to him. "Actually, I already did. She might've slipped through my, uh, hands, but I managed to snag some Gold Dust off her. I just need one more encounter to really draw out every, single, last, speck, left."

Thomas was surprised. When did he last see her other than their first encounter that led them to CHS?

"Also, tell those circus freaks the next time I see them, they'll be getting a word or two from Pinchy after lying to me about your little steamie friends."

Pinchy snapped the air ferociously. Thomas gulped. The Genie must have told them they were covering for him and his Sodor friends.

Diesel 10 chuckled. "That's right, I know they're helping you locate the lost engine. I also know about their freakish magic tricks, and how they're weak against Gold Dust. Very interesting tidbit if I do say so myself."

"I thought you weren't going to hurt my friends?"

He turned around and flapped his arms to his sides. "Come on, Puffball. I thought I perfectly explained what kind of diesel I am. I'll leave yah alone so long as you don't save the lost engine. But If you keep trying to restore her memories then I kinda have to do something about it."

Thomas gritted his teeth. "You leave my friends alone, Diesel 10!"

"Or what? You may have found a way to counteract my Gold Dust, but how do you plan on stopping me from going after those circus freaks when all her Sparkles are mine? How do you plan on stopping me in general even, hmm? Yah gonna rely on your friends to do everything for you?"

All Thomas did was glare at him.

"I find it interesting that you care this much about them. A little birdie told me they're not as important to you. Makes sense. I of all engines should know; who'd want to be friends with a bunch of freaks?!" He chuckled. " I thought everyone on Sodor was your friend, Puffball? What happened?"

"Nothing! They are important to me. They are my friends! Don't believe whatever _he_ tells you, Diesel 10. That Genie doesn't know me at all."

He turned his back away from him again. "Oh really? In that case, I'll do this one nice thing, just for you. When I have the lost engine's magic all to myself, my first use will be to crush your 'pwecious best friends'. Then, I'll save every last one of those puffballs and circus freaks for the main course!"

"No!" Thomas cried.

Diesel 10 chuckled in his maniacal laughter and walked away. As Diesel 10 did, he passed by Sunset Shimmer, who leaned against the wall as soon as she heard him approaching. She was hiding behind a corner of the school building and listening in on their entire conversation the whole time. While Diesel 10 was unaware of her presence, Pinchy sensed Sunset and lunged at her as Diesel 10 continued strolling. He grabbed Pinchy by the arm and jerked it to his direction.

"Pinchy stop. Didn't you hear what I said? We're not dining today."

But Pinchy continued pouncing. It hinged back and munched the air to attach Sunset who stood frozen in fear; trying not to make a sound in hopes he'll just keep walking.

"Pinchy what did I just-"

As he turned his head to see what Pinchy was chomping at, Diesel 10 saw to his bewilderment a teen girl he didn't know. Sunset's heart began racing as she stared back at him. Diesel 10 turned curiously. He then noticed her red and gold geode locket around her neck. He looked back at her and grew a sinister grin. Sunset did not like the look of her situation.

"Hello, Circus Freak!"

Diesel 10 crept towards Sunset Shimmer, who pressing herself against the wall, while laughing menacingly as he got closer and closer to her.

"Leave me alone!"

Thomas was slouching all the while until Sunset's cries alerted him.

"Sunset?"

Diesel 10 continued laughing while Pinchy glided closer to her face. She turned her head away, shutting her eyes and pressing her forearms together against her chest. Pinchy continued chomping in a ferocious pace in front of Sunset. It's jaw reverberated a heavy mashing noise while releasing sparks and smoke. The scent of oxidized iron, hydraulic fluid and mineral oil infiltrate her nostrils. Heat radiated from the claw's inner workings like a person's breath, only the heat is accompanied by smells of diesel mixed with carbon. Sunset was terrified, all the while Diesel 10 was having the time of his life.

"Thomas!" she shouted.

Pinchy reclined back ready to lunged at the trembling Sunset. But as the claw was about dive in, Thomas stepped in front of Sunset Shimmer and spread his arms out for cover. Surprised, Diesel 10 grabbed Pinchy by the arm to prevent it from attacking. Pinchy came within inches of Thomas' face. He turned his head away with eyes shut, hearing the claw munching and lunging at him violently trying to get a bite out of anything it catches. Sparks and smoke exhaust, hitting Thomas with the same nauseating scent of oil and carbon. Diesel 10 tried with all his might to pull a crazed Pinchy away from Thomas, successfully lurching it back as the claw slowly began calming down.

Thomas' arms remained spread out as he trembled in front of Sunset, who held him by his shoulders just as frightened, but out of concern for Thomas. This girl must be a very special friend to Thomas, Diesel 10 thought. He would've stepped in regardless of whoever it was, but this girl knew him, which meant she must be one of the girls helping him find Lady. He wondered why he didn't see her with the others who misguided him before though. Perhaps she was the one making sure the engines got away while her friends distracted him. She even wore a magic locket around her neck, so she must be with them. She must be the special friend from Canterlot Genie told him about.

Knowing this, Diesel 10 bowed down right in Thomas' face, still quivering in fear with his eyes closed and head turned away. He stared at him solemnly with lidded eyes for a few seconds before speaking up.

"You won't always be there to protect your friends, Thomas."

Thomas opened his left eye to see Diesel 10 looking at him severely. Diesel 10 gave him a condescending smirk after not hearing a response. The look of distress after hearing his threat was all he needed to see.

"Remember that the next time we meet," He said, patting him on the head.

Diesel 10 arched up and turned away to continue walking down the courtyard. Thomas and Sunset watch as he sauntered his way on. Pinchy however, didn't want to leave just yet and began chomping directly at them again.

"Hey, hey, Pinchy. Stop it!" Diesel 10 said, pulling it back.

But as he continued walking, Pinchy kept jerking him back to try and munch the two friends. He grabbed the claw and pulled it back again, holding onto the arm while Pinchy still leaped and snapped at Thomas and Sunset.

"That's enough! Bad Pinchy. No lullabies tonight unless you behave!"

Pinchy immediately stopped and tiled down disappointingly.

"Aw, that's a good Pinchy," He said, petting the top jaw. "Come on, I know something that'll cheer you up."

As he went back to strolling across the courtyard, Thomas remained positioned with his arms spread out in front of Sunset. He was in too much shock to move a muscle in his body.

"Hey. It's okay now," Sunset reassured him.

Thomas looked at her then allowed his arms to fall as he exhaled a heavy sigh of relief. Sunset stepped in front of Thomas and gave him a hug, just as relieved. Thomas hugged her back then let's go, holding Sunset by the shoulders.

"Why did you follow me, Sunset?"

"To make sure you were alright. And that Diesel 10 really didn't try anything."

"Oh." Thomas let's go. "I guess you heard all that then huh?"

"Yeah. Not exactly looking so good now, huh?"

Thomas turned away shamefully, but Sunset turned him back to face her.

"Hey. Nothing's changed. We're not gonna let him hurt Lady or any of our friends."

"But, what will happen is he still tries going after you? After everyone? He nearly grabbed you a minute ago."

"He, might've apprehended me for a second," She said, jokingly. "But we can still handle him. He may have Gold Dust, but we have the Magic of Friendship on our side."

Thomas didn't understand what she meant by the Magic of Friendship and continued growing concerned.

"I'm worried about them, Sunset. He wouldn't actually destroy us, would he? He laid low on that kind of stuff for a long time. I just thought-" Thomas stopped talking.

He was more so asking himself than he was Sunset, but wasn't sure if the answer he knew was one he wanted to be right.

"He did try sicking his claw on me, and turned one of your friends into a Husk. So,"

Thomas watched Diesel 10 leave school campus until he was no longer in sight. If it wasn't enough for everyone to be telling him Diesel 10 wasn't good anymore, he himself told Thomas straight up that he was never a good engine. Duck was now a Husk and he's slowly but surely closer to gaining all of Lady's magic, which he plans to use on the rest of Sodor as well as the Genie. But even if he wasn't, what's stopping him from being good now? He looks back at Sunset Shimmer, someone who was once in the same boat. If she used to be awful and mean, why can't Diesel 10 realize his wrong doings just like she did?

"Hey, if it means anything, I won't stop believing either. It's a long shot, but If I can be redeemed, then maybe there's still a chance for him tool. It's like I said before, Diesel 10 will come around once he sees what he's doing. He just needs a little guidance; Someone who can show him that there's room for your better self to grow, and discover the most important magic of all. If I know my friends well enough, then we can do just that."

"You're right! So, does that mean you'll help me with Diesel 10?"

"Sure thing," Sunset smiled while bumping Thomas' arm with her fist.

He smiled back. "Maybe once he does become good, Diesel 10 will help us bring Lady back and stop the Genie from taking over Sodor!"

"Uh, Y-yeah. That's possible," Sunset said, sheepishly.

Although she agreed to see things from Thomas' point of view, Sunset still doubted there was any redeeming qualities left in Diesel 10. Thomas really believed he could be good again because she herself was a prime example of someone who did awful things but turned over a new leaf. All by having princess Twilight and her friends using the element of magic to show Sunset the most important magic of all. The magic of friendship never failed them in that sense, so why should it now? Though it was a risky endeavor, Sunset Shimmer wanted to support her friend as much as she could, even if means getting a power crazed lunatic to discover the true meaning of friendship.

"Let's meet up with the others," he said, walking off happily.

Thomas and Sunset leave the courtyard and enter the school. Meanwhile, Diesel 10 saw two civilians walking down the side walk. Seeing the claw mounted on his back, the two ran away as he started chasing after them, laughing manically while a crazed Pinchy flops around the air.

* * *

 **To Be Continued.**


	29. Chapter 28: Swirls That Spin So Well

**In this chapter, our heroes may or may not have finally found a solution to Lady's amnesia. The next step is to figure out what their next move should be.**

 **I feel like a lot of people reading this chapter will have a lot more questions they'll want clarification for.** **I'll try and answer the best I can or allowed to if you're inclined to know what exactly happened in this chapter. It's going to be a little confusing. Maybe because I didn't explain it well here. If that's the case, I will clarify what's going on as much as I can. If I don't respond to a very specific question, it's because it'll give away too much or will be answered very soon the next chapter. So, don't be put off if I'm not responding. You'll know if it's important or touched upon later by simply hearing nothing back from me. It'll all make sense as we move forward. So, like I said at the very beginning, on the very first chapter I posted, just bare with me. Your confusion or any questions regarding this or what'll happen in future releases will be answered one way or another.** **Hope you like the chapter and stay tuned for more. Read on and Enjoy!**

 **PS; I'd like to thank kristinalprime23 for helping me brainstorm the clue while figuring out how to incorporate it into the plot.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 28: Swirls That Spin So Well**

The day had come to an end and everyone was back at their homes getting ready for bed. It had become a regular routine for Thomas to stay over at Sunset Shimmer's house during his stay in their world. That night, however, he decided to sleep over at Sweet Apple Acres where all his friends were. Applejack happily allowed him to sleep in the garage with the other engines. Though she didn't object to this sudden decision, Sunset wondered why Thomas decided to sleepover at Applejack's until she remembered their earlier encounter with Diesel 10. He had threatened to go after Thomas' friends, both from Sodor and Canterlot High, if they continued their quest to save Lady and get her back on the Magic Railroad. Despite his own quest to make Diesel 10 see the error of his ways, Thomas understood how dangerous he's become over the years. And after almost attacking Sunset, he knew Diesel 10 was serious when claiming he'd be going after everyone he cares about.

This had frightened Thomas into keeping his friends safe by staying as close to them so he'll be around to prevent Diesel 10 from trying to attack. Sunset could see he was worried for his friends and accepted Thomas' request to stay with them, if only for the night at least, just to be sure.

* * *

Alone at home, Sunset laid on her bed all ready to dose off for the night. She leaned against the headboard, lost in thought about Thomas, how he stepped in to save her, the two of them playing video games, buying her flowers, and the promise they made to help Diesel 10 see the true meaning of friendship and goodness inside him. She then thought about the moment her and Thomas sat together in the band room, resting her head on his shoulder and his on top of hers. She smiled to herself, thinking about the intimate moments they had; moments that made both of them happy to be together.

Twilight and the other's accusations about Sunset having feelings for Thomas flooded her head next. Sunset soon shook her head, trying to convince herself that she didn't. Still, thoughts about him alone curled up her stomach until she became lost in Thomas' eyes again and dreamed about the two of them spending time together again. She shook her head vigorously once more, frustrated over thinking about it to begin with. Did she really feel that way about him? Every time she's with Thomas, her heart beats faster than normal, butterflies fill her stomach whenever she looks into his eyes, whenever he laughed, or when his curiosity, wonder and innocence showed. Traits that she'd normally wouldn't find appealing if Sunset were thinking the way everyone thought she was, but for some reason, Thomas seems unique enough make her feel so in his own acquitted way.

Looking to deter from those feelings, she forced herself to think about something else; eventually going on to decipher the Genie's identity. This made her more focused again and began asking the big question her and Twilight have been stressing over; Who is he? Thomas described what he looked like, the powers he displayed, and what he told Thomas about himself and his ambitions. It all sounded too familiar. But no matter how hard she thought, nobody came to mind. This could be any creature from Equestria, or from another dimension that's also connected to CHS. Given how the Magic Railroad appears to be interconnected to more than just one world, his origin points to so many possibilities.

Sunset then came up with an idea. She takes out her book and flips it open to a blank page. If she couldn't figure out who this genie is, maybe her good friend from the pony world can. Grabbing a pen, Sunset begins writing.

' _Hey, Twilight. Remember that genie I told you about? Well, he appeared a_ _couple of days ago and_ _tried becoming Thomas' best friend for some reason. We still don't know why, but I think it has something to do with the Magic Railroad. He wants something from Thomas, something he can't rely on Diesel 10 for. Anyways, the reason I'm writing is to ask you something. I think this Genie might be from Equestria. The way Thomas described him, it sounded like something you'd only see back home. Do we know any creature who possesses a bunch of magical abilities? Magic beyond the norms of what you and I and all our friends can do?'_

Sunset waited for a reply. She could never know for sure if she's ever around to receive her messages. Being a pony princess doesn't leave enough room for dropping whatever she's doing and devoting her attention to their problems. But maybe because of the urgency of their predicament, she'll actually take time to respond. As she hoped, Twilight does in deed reply. Her writing all the way from Equestria materializes word for word on another blank page.

'Hi, _Sunset! Sorry for the late replies._ _The cutie map's reactivated so I've kinda been all over the place. As for this Genie character;_ _Nothing's coming to mind. I guess my_ _train of thought is a bit fuzzy at the moment._ _But if you want my say, I surely don't know any creature with genie like magic. No one that's using it to cause trouble at least. You wouldn't know what his abilities are by any chance, do you?'_

 _'Teleportation, duplication, creation. Too many to list. Thomas mentioned he wasn't actually a genie and was only addressed by that name from Diesel 10.'_

' _Interesting. Though that still doesn't really narrow it down much. You need to ask Thomas again what exactly they did when he visited him. I'm sure I can narrow it down to a few who may or may not fit his description._ _Maybe there was an actual genie that used to live in Equestria at one point. Or maybe it's an old enemy of ours.'_

There was a long pause, almost like she was still trying to think of anyone who possesses a lot of magic and using it to cause trouble. Maybe she did know, but needed to look into it more.

' _I have to go now. I''ll be sure to look into this in the meantime. This is a really serious problem, so I'll be sure to keep in touch as much as I can next time you write back. Good Luck, Sunset Shimmer. Hope you're all close to restoring Lady's memories!'_

Sunset smiled and writes goodbye back to her friend. Then closes the book while sighing with worry. She looks out a window across from her bed and stared at the bright shine of the moon gleaming into her house.

"So do I, Twilight."

* * *

Meanwhile, Twilight Sparkle had been working restlessly in her lab. She had been trying to decipher how Lady reacts to her own magic when receiving it. She sat at her desk all night going through schematics, data, frequencies, readings, anything that could track and record any reaction given off when Gold Dust comes into contact with Lady's DNA using a lock of her hair. Spike strolled up to her, finding Twilight resting her head on the table.

"Twilight?"

She didn't respond. Twilight kept snoring as some saliva dripped down her mouth into a little puddle.

"Twilight!" Spikes said, louder.

Twilight instantly got up, mumbling to herself while spinning around on her chair and posed in a karate like stance, still half a sleep before fully coming to her senses and waking up. Twilight looks down at Spike. The two friends smile to each other. She spun back to her desk after Spike jumps into her arms. Twilight sat there, hugging and petting him for a while.

"Have you been working on this research all night?" Spike asked.

"All night?! Has it really been that long?" Twilight looks at her phone for the time.

"It kinda has."

Twilight reclined in her chair.

"I guess I have. I've tried every approach to document how Gold Dusts affects her limbic systems, but none of them have shown evidence of Lady's memories being restored." She shifted back up. "But I can't give up. I have to keep on trying. The answer is here somewhere. It's all been documented. Maybe if I try looking at it this way."

"Why don't you take a break and continue it tomorrow?" Spike said.

Twilight then began rummaging through some papers, "I can't now, Spike. Not when I'm so close to finding an efficient panacea that can ascertain the correlation of her retrograde amnesia."

"Yeah, you definitely need some sleep."

Zooming past on her chair while going though her notes, she began analyzing her computer, recorders, and a chalk board with calculations and equations while her dreary eyes battled to stay open. The lack of progress began taking its toll on Twilight.

"Twilight seriously, you're not gonna find out how it works in just one night."

She wore a crazed face and her eye twitched every so often. No matter how many times she's studied the effects given off my Lady's hair, it didn't justify her hypothesis in the slightest. Her sleep deprivation didn't help much either.

"Won't find out tomorrow either! Must keep studying!" she said, in an unhinged chuckled, "So close! So far!"

"Twilight!"

Spike knocked her notes out of her hands, causing paper fly everywhere. Twilight gasped and used her Geode to freeze all the notes mid air, all but one note which swayed and flowed gently towards Twilight and Spike. Twilight grabbed the note then looks at Spike with slight annoyance. Spike only grinned sheepishly. He hadn't meant to almost make a mess of her work. But, as Twilight looks at the runaway note and reads it all the way through, her eyes shoot open.

"Wait a minute."

The papers that were still floating and covered in purple magical auras disappear and fall back down to the ground. Twilight brings them back to her computer and begins typing on her keyboard while going over the stray note.

"What is, Twilight?" Spike asked.

"These notes show a calculation I completely over looked. If I'm right and these notes are correct, by adding all our documented readings together, it may or may not display an indefatigable frequency that'll determine Lady's restoration through the Sparkles."

"Neato!" Spike grinned. "Uh, what does that mean, exactly?"

"It means, we're close to finding our answer, Spike!"

"Are you sure? 'Cause that's what you've been saying since you started this research."

"This time's different," She smiled, confidently.

"That too."

She takes a petri dish containing Lady's hair and the Gold Dust locket Sunset allowed Twilight to borrow for her inquiry. Every time the petri dish and locket nearly came into contact, both containers start vibrating and glowing, growing brighter and shaking energetic force. She takes a tiny string of hair and attaches an alligator clip to it. Then plugs the other end of the cable into a handheld energy recorder designed in a thin rectangle shape. She takes a small enough batch of Gold Dust and stared at it worrisome. It was the last batch she had. Twilight had used most of if not all of it to study their feedback. If her next approach didn't work, they wouldn't have anymore Gold Dust, unless Thomas still has some left over. Other than that, this was the last drop.

Without needing to sprinkle some one, the Sparkles activate and levitate over in a golden aura to cover the entire hair string. Each spec lights up their proximity while the rest of the room darkened in comparison. Spike and Twilight watch while the recorder's readings go haywire as the Golden aura beans off the string of hair until it withers away. Twilight takes out a memory chip from the recorder and plugs it in her computer. Referring to the stray note that she grabbed, Twilight typed away. She had a plan to find a connection that'll explain if the Gold Dust exchange did in deed augmented a positive reaction she was hoping for. Spike didn't know what she's doing, but remained hopeful that whatever it was brought them closer to an answer.

After more typing, quick reviews on her recorder, monitors, and chalkboard, Twilight compiled the information together until statistics on her computer display wavelengths with exceedingly noticeable change in patterns. It showed low readings before coming into contact with Gold Dust then higher wave forms after, remaining consistent until it began lowering again. Then, by combining earlier research made to study its reaction, Twilight adds all the recordings she's made thus far into the one they're currently analyzing and combines it into z single, unswerving wavelength. The frequencies remained high, never fading to lower levels. They even exceeded and surpassed the amount that was recorded previous.

It stayed unchanged. Whatever weariness Twilight had was soon gone as she gazes at the frequency.

"Spike," She smiled, confidently. "I think we found what we're looking for."

"We did?"

"These readings definitely confirm it. Her magic elevates when garnered by Gold Dust but only for a brief period off a small batch. A large profusion of Sparkles retains it in a conserved, unyielding permanence. Which means,"

"Returning Gold Dust can restore Lady's memories?" Spike interjects, hoping he was on the right track.

"That's right! The readings here work in a similar pattern to a neural oscillation. By adding Gold Dust, it enables a chronic bolstering to the declarative memory system, completely canceling out her retrograde amnesia and reinvigorating her brain patterns to it's original function."

"So then, it works? It actually works!" He said, wagging his tail.

"Yes, it does! We've figured it out, Spike!"

"Yeah! That's my girl!"

The two friends laughed and celebrated their discovery as Twilight Sparkle holding out Spike and twirls around in her chair triumphantly. After finishing their round about, they look over the readings on her computer again. The gold wavelengths remain unchanged and high in a continuous motion. Although Spike still didn't understand it, but knew the data displayed on the screen translated an answer to all their problems.

"We need to tell the others. They have to know what we've just uncovered."

"But, it's two in the morning. Everyone's already asleep."

"Oh, right… Wait, WHAT TIME IS IT?!" Twilight asked, gripping her head.

"We really need to get you in bed."

* * *

That night in Applejack's garage, The Steam Team were talking and telling each other what they did and the lessons learned that day; lessons they hope to take to heart even when they it comes time for their return back to Sodor. The garage's lights were still left on and beamed out the window. Then, one of the barn doors the creaked open. It was a surprise for all the Engines to find Thomas entering the garage with a sleeping bag at his side.

"Thomas?" James said, the first to notice. "What are you doing here?"

"Yeah, aren't you suppose to be at Sunset Shimmer's house?" Percy grumbled.

"Hey, everyone. I thought I'd sleep here for the night," Thomas said. "You know, just for a change."

'Why did he want to sleep here all of a sudden?' They all thought. The Engines knew Thomas enjoyed staying at Sunset's house, seeing how it's a lot more comfortable than sleeping in a confined shed. Regardless, the Engines didn't question much and were happy to have their friend stay with them.

"There's room for at least one more," Edward said, kindly. "Come on in, Thomas."

"Thanks! I hope you don't mind at all."

"Of course, not," Henry smiled. "The more the merrier."

Thomas smiled back and goes over to where Percy has his sleeping bag set up and places his next to him. The Engines had their sleeping bags against the wall to make a little more space. Thomas was much closer to the doors, situated next to Percy and James to his left side and underneath a window on the right wall. Gordon and Henry had the upper wall next to some crates, and Toby and Edward had theirs against the left wall, also underneath a window and next to a pile of crates filled with apples. Thomas felt a lot better now that he was settled in and with his friends.

The Engines asked Thomas how he was doing after hearing about his encounter with Diesel 10 this afternoon. They were worried he would've gotten hurt, especially after getting in front of Sunset to protect her. Thomas assured them however that Diesel 10 won't be much of a problem. Some had their doubts though, and wondered if him staying with them was because of his concern for their safety. They even started questioning why Thomas has been so forgiving towards Diesel 10, and why he warned Diesel 10 to leave CHS instead of letting the police take him away. Not wanting to justify his reasons given how likely they were to understand, Thomas tried changing the subject to deter them from thinking he was actually afraid Diesel 10 might come after them all.

"So uh, how is it here by the way? I'm sure it's no Tidmouth but it feels pretty cozy already."

"It's not good at all, Thomas," Gordon complained. "It's smelly, cold, and cramped. And these sleeping bags don't add much for comfort."

"Here we go again," Toby rolled his eyes. "You don't want Applejack scolding you again, do you Gordon?"

"I'm free to make as many complaints as I please about this dirty old hut. She is a sleep; as we all should be right now."

Thomas didn't want everyone to doze off just yet. He was too afraid that Diesel 10 might find them while they were asleep. It happened once before, and he didn't want him or his friends being attacked in the middle of the night. So, he thought of something to keep them up a bit longer.

"Wait," He said. "I haven't heard what you've all done today."

"We've already talked about what we did, Thomas," James said. "You should've arrived much earlier."

"But, I didn't hear what he's done either," Percy said.

"Neither have I," Edward said. "I was with Twilight for most of the day."

"And I was with Pinkie Pie."

"Well, I'm sure all Thomas did was play on that strange box with Sunset, didn't you?" Gordon said.

"Not all day," Thomas protested.

"Oh really?" James raised his brow.

Thomas rubbed his head. "Okay maybe a little bit. But we went out as well."

"Oh, where too?" Edward asked.

"Don't ask him, Edward," Gordon said. "We'll never get any sleep."

"Then how about this," He suggested. "Let's all go over our day again until we doze off. That way we can hear Thomas' story and he gets to hear ours while each of us turns over for the night."

"That's a good idea, Edward," Henry supported. "I'd love to tell Thomas what Fluttershy and I accomplished today."

"It's kind of embarrassing," Toby said, "But I wouldn't mind telling him my day again too."

"I suppose I could go over what I did at Rarity's fashion store once more," James boasted.

"Of course, you would James," Percy joked, chucking a little.

"Go a head, Thomas, you start off first," Edward inclined. "Where did you and Sunset go?"

Gordon groaned. "I'm going to sleep. See you all in the morning."

Gordon then laid back down on the sleeping bag and shifted to his left. Thomas began his story and told everyone his day. His friends do the same, going over what they did and this time adding more detail. Some of the Engines were feeling a bit drowsy but not enough to fall asleep yet. Even Gordon wasn't that tired as he soon discovered. No matter how many times he shifted in his sleeping bag, trying to tune out their conversation, Gordon just couldn't fall asleep. So, he got up and joined in the conversation, to everyone's delight, and told Thomas about his day as well. Thomas was happy to be with his friends. It was almost as if he forgotten to worry about their safety and was just glad to be with them. There was no urgency, no fear, no uncertainties, just another night with his friends after a hard day's work.

* * *

It was a couple of hours later after Thomas and his friends eventually fell asleep. The lights were off and the sound of faint chirping from crickets resonated outside in the pitch dark of Sweet Apple Acres. The Engines were sound asleep. The full moonlight beamed through the windows of the garage, filling the dark sheds with illuminates of light and inviting a somber yet relaxing space for an old and cramped storage area.

As Thomas shifted in his sleeping bag, two bright lights turn on and shined through the garage doors. He slowly awakens, bothered by the rays directed at his eyes and forcing him to wearily block the light by holding out his hand. He heard an engine idling. It sounded almost like a truck. Thomas got up and approached the gate. He was too tired to make sense of where the lights came from and what was making those noises. The engine kept revving and roaring, so loud that it woke Thomas from a state of dreariness. Thomas notices the lights gleaming through crevices of the gate and off the ceiling slowly dimmer as the approaching engine and lights charge faster towards the gate. Backing away nervously from the doors did nothing to prepare him for what was about to happen.

With a loud bashing and banging, a large, unidentified vehicle crashed through the doors of the garage. Thomas found himself tripping onto the ground and landed on his rear. The doors remained hinged, but the damage done left them in a wreckage state. The vehicle pressed itself against what's left of the gate with the debris hanging loose and torn apart. Thomas had no idea what has happening, but grew even more frightened as he looked up and saw six, large sharp teeth latch onto the frame between the roof and entrance. Hydraulic pistons expelling, they rose up and tear through the rest of the wooden structure all the way to the roof. Each individual plank and chip tore off and nearly hit Thomas.

Everyone else awoke and froze with terror. Thomas got back on his feet and urged his friends to do the same, directing them all back against the far end of the shed. The wreckage started raining from the roof as the entire front entrance came crumbling down. Thomas and his friends run all the way to the end before the wreckage began falling. Loud cracks, bangs, and creaks intensify upon total, demolishing impact of structural wood. A cloud of smoke from the impact billowed all around them, filling the entire garage in a dirty thick haze. The only thing that remained visible were the two glaring lights fixated on Thomas and his friends all backed up into a corner and coughing profusely. The entire front section was in complete decimation, with access debris collapsing still. Thomas and the others peer through the mist and light, alerted by a booming voice and the cause of this all this devastation.

"Knock, knock."

The smoke begins to clear, revealing the previously unidentified vehicle as a BR Class 42 Diesel Warship of a B'B' configuration with a giant hydraulic claw mounted on the roof, which munched down and snapped fragments of the gate in hald.

"DIESEL'S HERE!"

Diesel 10's maniacal laughter bellowed inside the devastated building. The Engines quivered in fright while Thomas bravely stood in front of them. His laugh grew louder and more frantic, completely crazed and demented as he drove further into the shed. Thomas gazes up at his claw and screamed. The Claw was aimed specially at him. If Pinchy had to get by Thomas to reach his friends, it did not hesitate to do so. As Diesel 10 kept laughing, Pinchy kept munching the air violently, creeping in closer for a midnight snack. First chomp, second chomp, third chomp, fourth chomp, fifth chomp, sixth chomp, seventh chomp, then came sudden darkness on the eighth and heftiest chomp.

* * *

Sweat dripping down his head, Thomas arched up from his sleeping bag and slipped out a terrified scream He hunched over and breathed heavily. Thomas anxiously examined his surroundings. The gate was still closed, the roof was still up, and the rest of the garage was still intact. No lights peered or engines revving. All of his friends were fast asleep with a few shifting in their beds. Thomas sighed with relief. It was all a dream, or more appropriately, a nightmare.

He got up and walked towards the gate, trying not to wake anyone. Percy wakes up however and sees Thomas existing the garage. Standing in the parking lot outside, Thomas looks around for any sign of light, idling engines, or just Diesel 10 in general. All was clear, all was quiet, saved only for the chirping crickets and the wondering fireflies. He walks over to the porch of Applejack's house and takes a seat on the steps, burring he face in his palms.

"Thomas?"

He looks up and sees Percy standing in front of him.

"Oh, hi, Percy. What are you doing up?"

"I came to see if you were okay." Percy took a seat next to him. "Are you okay?"

"I just had a bad dream, that's all."

"What happened in it?"

"It was just... Don't worry about, Percy. It was only a nightmare. Probably from all the sugary food Pinkie keeps offering me."

"Did it have something to do with Lady? The Magic Railroad? Or Diesel 10?"

"Well..."

"Was it about us?"

Thomas glanced over to a concerned Percy.

"Please. Tell me, Thomas."

He darts at the ground again then exhales a nervous sigh. Then, he told Percy what his dream was and why he had it. Thomas explained his and Sunset's encounter with Diesel 10 earlier today, what he said to him, what he nearly did, and the anxiety he's had over Percy and all their friends' safety. This made Percy a little scared. He hadn't given much thought of Diesel 10 trying to attack them. Since Thomas has, he too began worrying about Diesel 10 coming after him.

"Do you really think he's evil, Percy?"

Percy was caught off guard. He didn't know what the appropriate answer should be.

"I don't know, Thomas. I mean, he has been doing a lot of terrible things lately. Why? What do you think?"

Thomas paused. "I think there's still a caring side to him. I mean, you, me and the others have seen it before."

"That was a long time ago, Thomas. Now he's trying to destroy our home, and all our friends. He's already hurt Duck and now he wants to go after us and our new friends."

"It just doesn't make any sense. Diesel 10's proven he's a really useful engine. Why would he go back to acting like his old self again?" Thomas groaned. "I just wish I knew why he wants to destroy Sodor all of a sudden."

"Well, maybe he just likes being bad. If he never told you what led him to all this, than it's probably because he wanted to; out of his own interest."

Thomas slumped. Yet another one of his friends were telling him that there's no hope for Diesel 10. Percy saw how distraught he was. He didn't like this conversation because he didn't know what the right thing to say is. He knew Diesel 10 was trouble. But Thomas, his best friend, still believed in something more with Diesel 10.

"You're not thinking this because of Sunset Shimmer, are you?"

"How do you know about that?"

"Pinkie Pie told us. I think? Twilight sort of explained it a lot better too, kinda."

"Then you should know why I strongly believe there's a chance for Diesel 10 to be reformed as well."

"Thomas, I'd like to believe he can be good too, but I'm sure he would've realized the bad things he's doing by this point if he really wanted to be reformed. Just because the others helped Sunset see that her actions were wrong, doesn't mean Diesel 10 will want the same offer."

"You all keep saying there's no chance for him, that he's noting but trouble. I mean, sure that might be true, but we should also believe that there's room for our better selves to grow. That's what Sunset told me earlier, and it's why I won't give up on him. I know he's bad right now, but it's not too late for him, is it?"

Percy didn't have an answer. Instead, he kept to himself while they stared up at the starry night sky. The two were silent for a while, both thinking about how they got here, the things they've accomplished, and Diesel 10's looming presence.

"Even though I've never told anyone this," Thomas brought up, "I still feel bad for how we acted towards the other Diesels. We assumed just because one was bad that every Diesel engine is nothing but trouble."

"Why'd you have to bring that up?" Percy said, shamefaced.

"Cause we've all been there. Some of us still are."

Percy remembered back in the day when Steamies and Diesels had a huge rivalry and competed to see which engine was the better. It also reminded him of when Diesel 10 tricked Percy into stealing from and sneaking him and the other diesels into the Steamworks. Afterwards, however, Steamies and Diesel haven't been arguing as much. Some still held prejudice against each other, but they still work together to make Sir Topham Hatt's railway really reliable.

"It's just so humiliating. Some of them are our friends now too. I didn't even know you still felt that way."

"I don't show it often, but I have.

"I've been judging a book by it's cover far too much. I did so when Diesel 10 came back after almost destroying Lady. We all thought he was really scary. But, all we had to do was ask for his help and he did! Diesel 10 Proved his worth and showed us that even the scariest of engines can have a soft spot. You were even nice to Hugo when we all thought he arrived on the island to replace us, remember, Percy?"

"I guess your right," Percy pondered, then lets out a sigh. "I suppose, if you really feel that way, I'll give him a chance too."

Thomas glanced over at him.

"I don't think it'll work, but I trust you Thomas, more than I trust Diesel 10 to realize his wrong doings. I know you'll do anything to help someone in need; even if it's an engine like Diesel 10. So, I believe in you too."

"Really, Percy?"

He smiled and nodded his head. Thomas wrapped his arm around his friend and the two continued looking up at the violet, starry filled skies of the night.

"That's why you're my best friend, Percy; you and Sunset Shimmer are both willing to give Diesel 10 another chance. And that's more than I can ask for in my friends."

Percy's smile quickly fades from the mention of Sunset being his best friend too.

* * *

Just then, a cloud of gold sparkles materializes out of thin air and gave off a bright, radiant glow that lit up the darkened area. Thomas and Percy shielded their eyes, hearing off sync wind chimes and a faint sound of a wonky train whistle. Tumbling and teetering out of the misty cloud was a man coughing uncontrollably and falling to his knees. The golden cloud disappeared, leaving the rugged man on all fours, placing his fist over his mouth and hawked away.

"Mr. Conductor?!" The two friends shout in unison.

They run over to inspect him. His appearance was now much worse for wear. Everywhere was a deep, dark blue. The seam of his uniform were pealing off and fell as they wrap their hands around Mr. C's arms to bring him back up to his feet. The two struggled with all their might to help their friend stand. But, they didn't have the strength, nor did Mr. Conductor have the stability to retain his balance anymore. Mr. Conductor lands back on his knees and fell flat on his stomach. Thomas and Percy crouch down in front of him, extremely worried.

"Mr. Conductor? W-what's the matter?!" Thomas said, perturbed.

"Why can't you stand up?" Percy said.

Mr. Conductor tried to speak, but was interrupted by a gravelly cough. He supported himself on his arms and yakked away again. All Thomas and Percy could do was wait until he was done. After a while, he spoke up, looking back at Thomas and Percy questionably with watery eyes and red all over his face.

"Thomas? Percy?" he said in a hoarse voice.

"Yes, Sir?" Thomas said.

He was a bit muddled by their human appearance, but didn't have the energy to question where they were and why they're people now. He wanted to smile at them, but was in too much pain to so much as muster one.

"Thank goodness I found you."

"How did you find us?" Thomas asked.

"It wasn't easy. I've looked everywhere. Been to many worlds. The Gold Dust I gave you. I traced it back to you with a small batch I got from Muffle Mountain."

"Muffle Mountain?" Percy asked.

"Did you find Lady? Thomas?" Mr. C asked.

"Yes," Thomas began, hesitantly. "She's safe right now. But, something's happened to her, Sir. Lady doesn't remember any of us or that she's a magical engine."

Mr. Conductor gently rests his head back on the ground.

"Then it really is worse than we thought."

Thomas explained the situation, what world they're in, what they've been doing the past week, and the plan they initially have on bringing Lady back to the Magic Railroad. He rubbed his head shamefully.

"And, Diesel 10 really is behind all this."

"Along with some genie guy," Percy imputed. "They trying to take over and destroy Sodor,".

Mr. Conductor was puzzled. He knew Diesel 10 was the cause of this, but this was the first he's heard of any Genie being involved. He wearily looked up at his friends.

"Listen. Thomas. Percy."

"Why are you still sick, Sir?" Percy interrupts. "I thought Diesel 10 said he wouldn't use his Sparkles on us anymore?"

"He meant use it on any of _us_ ," Thomas said. "Diesel 10's still using what he's allowed to all on Mr. Conductor."

Mr. Conductor could barely speak. Each time he did, a cough sneaks up on him. He spoke slowly and wearily in a raspy tone.

"The corruption is too strong. It's happening because of him. But the Railroad itself. Is falling apart."

"How do you know?" Thomas asked.

"Wasn't there. When I traveled. Prolonged influence. Is rubbing off. On everything. Connected to the Sparkles. Including, you two. Myself. And the others."

"Wait, we can't all be connected. Thomas is the only one carrying Gold Dust inside him. How can the Magic Railroad hurt us unless it's Diesel 10 doing so?" Percy asked confused.

"No. You too. Our worlds. All connected. The negative incentive. Is already affecting me. It'll destroy. Everyone of you. Even without. An engine running. The Magic Railroad!"

Thomas and Percy shared a glance, aghast and concerned. Diesel 10's not only destroying everyone and everything on Sodor, but his run on the line is also destroying the Magic Railroad. And if they don't get Lady back onto the line while it slowly deteriorates, it'll carry over onto Sodor, CHS, and every other world connected to the Railroad, causing each dimension to crumble into total chaos and destruction until there's nothing left of either dimensions. Their universe was falling apart.

"What do we do, Sir?" Thomas asked.

He coughed. "I don't, have much time. Listen. There's more to the clue. The clue. That can restore Lady's magic again."

"The Clue? Oh, the clue!" Thomas gasped in realization. "The one you uncovered last time we searched for Lady!"

"Stoke up the magic in the mountain, and the lady will smile," He rephrased. "Then watch the swirls that spin so well."

"That's it! I can't believe I forgot all about it. We might have to give Lady her magic back after all!"

"But will it fix her memories?" Percy asked.

"There's more to it," Mr. Conductor said.

Thomas raised a brow. "But, Sir, how could there be more?"

He tired with all his will to hold back a cough. His face turned red until he finally released another loud hack.

"Went to Burnett Stone. He has. More Gold Dust."

"At Muffle Mountain," Percy confirmed.

"Yes. Told him. About Lady. Disappearance. H-he knows, everything. That's when we discovered more. To the clue. And the fall. Of the Railroad. Maybe this'll help you. Help Lady."

"We're listening, Sir." Thomas said.

The two leaned in close to hear better. Mr. Conductor lifted himself up, balanced on his arms, then spoke to them the new clue.

 _"When light behind the mountain disappears, as a sparkling well shimmers dim, stoke up the magic in the mountain, and the lady will smile. Then watch the swirls that spin so well. For out of the deep gold shall appear, and in it's wake, reclamation and reformation will recur."_

"What does any of that mean?" Percy asked, very confused.

They asked Mr. Conductor to repeat the message for clarification, which he does, finishing off with another cough that knocks him back down on his stomach.

"I think I know what it's saying," Thomas said, though still a bit unsure himself. "We just have to restore her magic, and doing so will then make Lady remember who she is again. That's what we've been trying to find out. And now, the clue states something more to her power that we never knew about. Why else would there more to it that talks as if it'll work?"

"But, we don't know if it means she'll regain her memories of us; about being an engine."

"We won't know until Twilight's done studying her magic."

Thomas turned his attention to Mr. Conductor. "Mr. Conductor. Our friend Twilight Sparkle is studying Lady's magic to see if returning Gold Dust will make her remember herself. She's really smart, so she'll be able to tell us if it's true or not."

Mr. Conductor looks up and forces himself a smile to no avail, but signifies his assurance in him and his friend. Then, he tried lifting himself back up again by supporting his upper body with his arms. Percy steps in for support, holding him steady. With carefully trembling hands, he removes his whistle hung around his neck. Hands jittering, he holds it out for Thomas and waits for him to accept it. Thomas didn't know what he was doing and looked at Mr. Conductor, eyeing him with inclination to take the whistle. Still uncertain, Thomas takes the whistle from his hand. The chain link slips off his delicate palms. Mr. Conductor'd hand flows back on the ground to keep him supported. Thomas examined the whistle. It was cylinder shaped with a metallic silver glean. It has a ring hook attached with a stainless steel ornamental chain. Unlike Mr. Conductor, it was the only thing that remained unscathed.

"What do you want me to do with this?" Thomas asked confused.

He coughed violently, causing his battened, worn out hat to fall off and land on the ground.

"Refill the whistle. Burnett, will be expecting you. He'll explain. Go now. Thomas. You must trace the clue. Back to its source."

"Back to its source?" Thomas looked at Percy then back at him. "But, why don't we use what's left in here?"

Mr. Conductor faced the ground with downcast eyes.

"I used it all up. Looking for you. Too keep myself protected. From the corruption. As long as I could. That was my last use."

Perplexed, thomas and Percy stared at him. Then, Mr. C leaned back up without struggle while remaining kneeled on his knees.

"Besides, It's already settled," Mr. Conductor said, his voice no longer raspy.

"What?" Thomas asked, still confused.

"Until harmony returns to the Magic Railroad, I must leave. Somewhere where the magic cannot corrupt me anymore. Everyone back at Shining Time is safe. Sodor is in good hands. They won't need my help anymore. Not for now at least." He sighed heavily. "And either will you two."

"You're not gonna help us save Lady?"

Mr. Conductor shook his head. "This journey is yours now. It always has been."

"But, w-what about you?" Thomas nearly whimpered. "Where will you go?"

"You must save us all, Thomas. Only you can bring balance back to our worlds. Use the magic within you to unite us in harmony once more. Promise me, Thomas. Promise me you will."

Thomas didn't know what he was babbling on about, but was as true to his word.

"I-I will, Mr. Conductor. I will try."

Mr. Conductor sighed a happy relief. "Good. Thank you, Thomas. And thank you, Percy."

"For what?" Percy asked.

"For being my friends."

While Thomas hasn't quite reached that point just yet, Percy was already beginning to tear up. If he's not returning back home then where will he go? How will they save Sodor without his guidance? Just then, Gold Dust started encompassing Mr. Conductor, glowing and clinging to every surface of his being. Calming wind chimes jingle and twinkle with the bright golden mist resonating all over, brightening their vicinity within the dimness of the night. Thomas and Percy were bewildered. They didn't know was happening to him.

"I must go now," He said, staring up at the stars.

"But, you can't leave us," Thomas pleaded. "Please! I don't know what I'm doing. Tell me what I have to do!"

He looked back down at Thomas and Percy. With no more pain welling inside him, he smiled proudly at the two tank engines.

"Goodbye."

Gold Dust slowly makes its way over and covers his entire face, until his bright and lively grin could no longer be seen admits the cloud of dust.

"No! Mr. Conductor, please. Don't go!"

The golden cloud grew in mass, glowing brighter than sunny rays. And with a gust of soothing wind, the mist of Gold Dust soars off and flows through the air. One by one, a stream of Sparkles rides along the majestic breeze of the wind into the night sky like a school of fish following each others trail, until the whole assemblage surrounding Mr. Conductor diminishes in brightness and space, leaving nothing behind but his hat. The two friends watch the remaining Gold Dust sail away until there was no more left to be had.

After sitting there for what felt like forever, Thomas reaches over and picks up Mr. Conductors hat, which automatically began to repair itself upon contact with Thomas; filling in the missing brim, gold conductor logo, and stitching up the torn seams back to it's bright blue and red coloring.

Thomas heard Percy sniffing and looked to see him holding back some tears still. Percy buried himself in Thomas' shirt. Thomas pulls him in, resting his head on Percy's as the two continued their lamentation. At the moment they needed Mr. Conductor the most, he would no longer be able to aid them on their journey. It was now all up to them. Letting go, they look at Mr. Conductors fully repaired hat in Thomas' right hand, still mourning the loss of their good friend.

"What do we do now, Thomas?" Percy asked, wiping some left-over tears.

He had no idea. Mr. Conductor kept mentioning Burnett Stone, the clue, and him providing more Gold Dust. With a lot more on the line now, their world, their friends, both Sodor and Canterlot, and now Mr. Conductor too, had to be rescued and returned to normal before the damage done to Magic Railroad becomes permanent and their way of life and magic is lost forever. Gold Dust had to be the answer. Only by returning Lady's magic can Thomas set thing right. Only by using the magic inside him, the residual Gold Dust Thomas assumed, can he bring back harmony to their worlds again. He examines the whistle in his left hand and clenches it tightly. He had no idea if this was the right move. From what Mr. Conductor told him about the clue, only one thing was for certain.

"I'm going back to Muffle Mountain."

* * *

 **To Be Continued.**


	30. Chapter 29: Journey To Muffle Mountain

**Synopsis: The journey to acquire more Gold Dust is underway. Thomas must travel back to Magic Railroad and reunite with Burnett Stone who's waiting to supply his friends with whatever assistance he can to rescue his engine.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 29: Journey To Muffle Mountain**

It was morning when everyone met by the Wondercolt Statue. The Girls and Engines were all informed about the news regarding last night; About how Gold Dust will indeed fix Lady's amnesia, the Magic Railroad on the verge of falling a part, and Mr. Conductor's instructions to Thomas. He must go to Muffle Mountain where Burnett Stone will provide them more Sparkles for Thomas to refill his whistle, which Mr. Conductor passed on to him. The amount of Sparkles the whistle can contain will be enough to restore Lady back to her former self again.

Everyone knew Percy and Thomas were still upset over Mr. Conductor's departure. They were really hoping that he'd be joining them in saving Lady, but the corrupted magic in the Railroad was too much for Mr. C, and all he could do was point them in the right direction. The other Engines were just sad upon hearing about their friend. The Girls felt sorry for Thomas and his friends and comforted the Engines. Though they've never met him before, they could tell Mr. Conductor meant an awful lot to them.

"I'm so sorry about Mr. Conductor," Twilight Sparkle said to Thomas.

"We all are," Applejack said.

"Poor Mr. Conductor," Toby said, solemnly. "I can't believe how much worse the Magic Railroad is getting."

Thomas tried not to linger on it, for it only made him more upset.

"When will it start tearing our worlds apart?" Henry asked.

"I don't know," Thomas said. "It was already affecting Mr. Conductor. So, I imagine it must be happening right now."

Everyone was a little frightened by this. The magic could be getting rid of anything connected to the Magic Railroad as they speak. Everything seemed fine at the moment though. If going to Muffle Mountain was the only way to retrieve Gold Dust so they can save their worlds, nobody objected when Thomas offered to go over and do so himself.

"Are you sure Burnett Stone has enough Gold Dust to make Lady remember herself again?" Rainbow Dash asked.

"Mr. Conductor would never lie to us. That's how he got the Sparkles needed to find us in this world. If Twilight's right, this whistle should carry more than what Lady needs."

"So, would Burnett have a water well of his own then?" Edward asked.

"It seems so," Sunset Shimmer complimented. "Pretty smart of him. Guess he knew another Gold Dust incident would happen again, so his built own water well to provide more Sparkles to Mr. Conductor."

Thomas shifted back at the portal that'll take him to the Magic Railroad from statue's base. He inhaled deeply and exhaled, then turned back to all of his friends.

"This is it. We're so close everyone. As soon as I get her magic, I can return it and Lady back to The Magic Railroad. The Railroad itself will become fully functional again."

"We still have a genie and a crazed diesel engine to worry about, though," Rarity mentioned.

Rainbow Dash scoffed. "Those guys won't stand a chance against Lady once her powers are back."

"Maybe Diesel 10 might also give up once he's out of Gold Dust," Percy suggested. "He'll stop going after her if we all band together to protect Lady."

"Hey, yeah. That's right, Percy!" Thomas said.

"Why would Diesel 10 not wanna go after Lady anymore?" James asked.

"You don't still think he can be good, do you Thomas?" Henry asked, confused.

"Well," Thomas was interrupted.

"Ugh, are we still going on about that?" Gordon complained. "He is EVIL, Thomas. Look what he did to Duck. What he almost did to you, Henry, Edward, and all our friends back home. You think someone like that wants to be really useful anymore?"

"Not to mention everything he told you point blank about wanting to annihilate everyone and everything," Spike said.

"And terrorizing CHS to the point were Vice Principal Luna had the police over to investigate the whole school yesterday," Twilight said.

Toby chimed in sincerely. "Thomas, I don't think Diesel 10's interested in doing what's right. He wants to destroy us all. It might be a little too late for him at this point."

Thomas's eyes were downcast. "Maybe, but maybe not. There has to be a way for him to see his own usefulness. Even if it is a long shot, I still have to try."

"I know it seems bad now," Sunset chimed, stepping in next to him. "But Thomas has every right to believe this. He has me as both proof and back up."

"Uh, you're still with him on this, Sunset? Applejack asked.

She shuts her eyes then opens them again.

"Yes. I am."

"Me too," Percy said, also standing by his side.

Thomas smiled at his best friends then continued talking.

"You and pony Twilight helped her when Sunset realized the wrong things she did. Why can't we all do the same again now? All it takes is a helping hand for anyone to see what they've done, and seek our guidance so they can choose the right path. If Sunset Shimmer can be redeemed, then so can Diesel 10. And we're going to help him see this."

Sunset smiled at Thomas. It's moments like these she wished he'd been around at Canterlot High much earlier when she was still gaining everyone's trust. He could probably talk a bunch of people into giving her a second chance for attempting to take over Equestria. Then again, would Thomas still believe in what he's saying right now back then? Not to mention she managed just fine to gain everyone's respect proper by showing her true self and saving the school from magical Sirens. None of that could've happened though if she didn't have her friends to back her up and believe in her. Maybe Thomas is right after all, she thought. Maybe Diesel 10 can prove he's good after being shown the magic of friendship; by reaching out and embracing what makes him really useful.

But the other Engines and Girls all shared glances of doubt to each other Though they did play a part in helping Sunset Shimmer reform, it doesn't mean Diesel 10 will want the same treatment. How do they plan on showing him the Magic of Friendship the way they did with Sunset? If that's how Thomas even plans to go about it? Was he capable of understanding it's magic at all? Is Diesel 10 able to open up and accept the Magic? Thomas seemed to think so; by talking some sense into Diesel 10, to show him the error of his ways, and give him purpose again. Will that be enough? Or is it going to take a powered-up Diesel 10 to subdue his actions with other means of showing him the Magic of Friendship?

The Engines knew all about Sunset's history at CHS after the Girls told them what Sunset was like before becoming their friend. From what they could understand, Sunset was a bully who put others down and herself above everyone else, stemming from her desire to rule over Equestria. Thomas didn't know this, but they were also told she's the one who stole Princess Twilight's crown from the pony world, and used it to transform herself into a she-demon and enslave everyone at CHS. All in an attempt to invade Equestria and finally have rule over it's kingdom. She soon abandoned those ambitions after the Girls used Twilight's crown to stop Sunset by zapping her with the Magic of Friendship, in turn making her realize the faults of her actions, and showing Sunset another way, another different kind of magic to harbor.

They didn't feel it was their place to bring this up in front of the Girls, but Thomas' friends all believed that the power inside the Element of Magic might have somehow forced Sunset to become a good person. How could she have gone from a conniving school bully, to a power crazed lunatic, to a friendly, happy, and helping person; all after being shot by a rainbow tornado from Twilight's crown? This made the Engines immensely wary of his belief in Diesel 10, if really believes Sunset redeemed herself through her own desire and not after her defeat at the hands of Twilight's Element of Magic. It seemed the only way Diesel 10 would ever have a chance of finding redemption is by having the magic crown zap him too. A power-hungry diesel like him would never willingly seek out redemption.

"Just because Sunset Shimmer is good now, doesn't mean the same is destined for Diesel 10," Gordon commented. "Not unless you plan on traveling to Equestria on your way,"

He was about to bring up the crown's magic transforming Sunset to normal until Thomas interjected, not interested in hearing anymore doubts from his friends.

"He can be. You'll see," He said, confidently.

Thomas then thought of a way to prove his stance, but didn't want to go into detail right now.

"When I get back, I'll show all of you that he can be really useful again."

Everyone was still in doubt, and now concerned after hearing Thomas' proposition. Even Percy and Sunset, though on board with redeeming Diesel 10, were a little more open minded to the possibility of him not accepting any help from them. If Thomas' plan doesn't go as well, they'd still have to worry about stopping Diesel 10 from destroying Lady. There was no foreseeable end to his pursuit even when her power is fully restored again. The Engines thought the Elements would be Thomas' only way of having Diesel 10 truly reform himself. Despite this belief, they said nothing of it to him in case it wasn't accurate. Thomas seemed too determined enough already that bringing this up wouldn't do much to halt his crusade, not if he already knew all about Sunset's past to their assumption. But, wouldn't it be better to tell Thomas the real truth about Sunset's redemption so they can avoid getting him hurt in his attempt to save Diesel 10? Maybe redeeming him is the only choice. That way he won't chase after Lady anymore.

None of the Girls knew for sure if it's possible for Diesel 10 to have a second chance either. They wanted to believe there was good in him stocked away somewhere too. They've even given some of their own foes from the past a second chance before too, but Diesel 10 was a far cry from someone who believed his actions were of pure intentions. Gold Dust doesn't make others lust over it's power. There was no corrupting dark magic behind his actions. Nothing that made him act the way he does in pursuit of his goals. All they could see in him was destruction and mayhem.

Thomas turned to the Wondercolt Statue.

"Well. Here goes nothing."

Sunset turned around also as if she was ready to step in with him, confusing Thomas along with their friends.

"Wait, are you're coming with me, Sunset?"

"Yeah. Why not?"

Twilight chimed in. "Because, if the same rules apply in the Magic Railroad,"

"Then You'll Become A Talking Cho-Cho Train Just Like Thomas!" Pinkie interjects.

Thomas and Sunset stare at each other. She had initially planned to go with Thomas anyways as soon as she heard where they needed to get more Gold Dust. She hadn't thought about what might happen to her physical form if she stepped into another world that wasn't CHS or Equestria.

"I'm sure I can handle it," Sunset said. "Thomas needs someone looking out for him, anyways."

"Diesel 10 could be in there too," Henry said. "He'll need Sunset's magic to protect him."

"I think the Gold Dust left in Thomas should be enough to hold off whatever happens in there," Gordon said.

"Will your magic even work in there, Sunset?" Fluttershy asked. "Um, you know, if you do turn into an train?"

"Only one way to find out," Sunset said.

"Ugh, I can't bare to imagine what my engine self would be like," Rarity commented. "It's probably all grungy and bulky with so many creases and edging that just wouldn't do,"

Rarity saw most of the Engines looking at her offensively and quickly corrected herself.

"Oh," She chuckled. "But, of course all of you probably look just as fine as well."

"You don't have to go with me, Sunset," Thomas said, facing her.

"Yes, I do, Thomas. I want to."

He looked at everyone, just as apprehensive about letting her go with him. If she does turn into a train, how do they expect to gain any distance in the Magic Railroad? Sunset won't be used to driving and there's no telling what type of train she'll become. But, the thought of something bad happening to Thomas while he's in there by himself with nobody looking out for him worried them even more. Exchanging nods in agreement, the Girls and some of the Engines now supported the notion, seeing how dangerous the journey might be if put in the wrong place at the wrong time. Thomas needed someone with him, and Sunset was more than willing to take on that role.

"I guess it would be better to have someone looking out for you," Twilight said. "We're just worried for you Sunset. I'm worried."

"I know, Twilight," Sunset said.

"It's not like you'll have time to learn how to be an engine. Thomas will have to carry or push you for most of the trip."

"I'll be fine. Besides, how hard can it be? We've got each other's back if anything does get in the way. Right?"

Thomas looked back at Sunset, still unappalled by the idea. She was more determined to get more Gold Dust than she was worried about what's waiting for them on the other side.

"Okay," Thomas nodded.

Percy as a little disappointed. Of course, Thomas would be okay with having Sunset go with him. Though even if he were asked, Percy wouldn't want to go back in the Magic Railroad again if Diesel 10 was still in there. All he wants is for Thomas to be safe, and Sunset would be more than able to ensure that, which relieved less stress off his and the others shoulders.

"We'll be right back," Thomas announced to the others. "When we do, we'll be one step closer to saving Lady."

"And we'll continue watching over her until the two of you return," Twilight said.

Thomas and Sunset said their goodbyes and everyone wished them good luck. The two stared into the portal of the Statue.

"You got the whistle?"

"Got it!" Thomas held it up.

"Kay. I'll go in first," She volunteered.

Thomas agreed. She stepped forward and turned to face Thomas. Both friends shot each other reassuring smiles. With each small step, Sunset backs herself into the portal until she was leaning against the glowing goo encompassing her current physical form and enters further into the Magic Railroad. Thomas exhales a deep breath and waves at Percy and his friends before walking up to the portal. The others wave back until Thomas' arm then his entire body reach inside the Wondercolt Statue's base, and stepped completely in until he was no longer standing on their side of portal.

* * *

Looking over himself, Thomas found he was parked on the dim tracks in the direction he entered and faced the line a head of him. The Magic Railroad remained desecrated, murky, and magicless. With not one engine running on it's line for a while, it appeared gloomy and bleak, with no sign of any red light from Diesel 10's presence thankfully.

It had been days since Thomas stood on his six small wheels. He was so busy trying to act like a person that he nearly forgot what it was like being an engine. In a sense, Thomas was happy to be an engine again. At the same time, it almost felt alarming that he couldn't move any arms or legs, movements he'd gotten so used to and almost became second nature. It was such a strange contrast.

As he looked forward, he also saw something else parked on the tracks. Positioned in front of and facing him was something everyone suspected to be true. Thomas' jaw dropped in awe.

"Sunset?!"

The impact upon entering made her a bit weary at first. Sunset slowly opens her eyes to find Thomas in his tank engine form and looking both amazed and concerned.

"Thomas?" She said, gaining consciousness. "What is it?"

She looked over at Thomas still gawking at the site of her. Sunset quickly caught on what he was so mystified by and tried examining her appearance to see what she looked like. However, the only direction she could really face was directly at Thomas, up and down, left or right. She tried turning her head, shifting her body, or reach her hand out to Thomas. But she couldn't do either motion. Looking down anxiously, she could see only two stumpy buffers and a small, light blue cowcatcher. Sunset stared distressingly back at Thomas, who noticed she was starting to freak out a little more than anticipated. They both knew what she was now.

"I'm, I-I'm"

Thomas cried out for her.

"You're an engine!"

Inspecting her new engine form, Sunset Shimmer was now an "N3" Vapor Beyer Peacock type 2-6-0 locomotive. Her funnel and smokebox were painted the same pattern as her hair with reds and brilliant yellows. The base of her boiler, cab, and tender were painted a light amber color. Her driving and tender wheels were painted a deep red. Coupling rods, axle boxes, cylinders, valves, pistons, and the roof of her cab were all black. Her small cowcatcher pilot was painted bright blue with yellow creasing, along with some teal on the railings surrounding the top of her tender. Lastly, a Red and Gold Lantern placed above her face and in front of the funnel glistened brightly. Thomas was impressed.

This was in deed a very unnatural feeling for Sunset. Everything felt delicate and condensed in terms of mobility or any form of movement due to lack of any limbs, like she was restrictively leaning forward and resting her hips on a bike designed in a slant positioned. She was dense and hollow at the same time. There was a sense of substantial weight added to her too. This was all just as alien as her first time entering CHS by a mile stone. Her first time being a human wasn't nearly close to comparable. Now she had a pretty good idea how Thomas felt when he arrived at Canterlot High.

"What do I look like?!" Sunset asked, trying to stay calm.

Thomas chuckled. "Amazing!"

"Really? I feel weird. It's so condensed, and heavy. Is this what being an engine is like?"

"Not really. Then again, I wouldn't really know if it does feels weird."

"Right."

"Although, being a tank engine again after a whole week of having arms and legs does leave a very noticeable difference."

"I'll just have to take it all in while I can." Sunset tried examining herself. "Are you sure I look alright?"

"Yes. You look wonderful, Sunset. I haven't seen an engine with a design like yours since the Great Railway Show."

"Oh, thanks. I think?"

This made her feel a bit flattered. He was probably just being nice like he always is, but she couldn't help but wonder if he really meant that in a demonstrative sense. Sunset reminded herself this was no time for idling but couldn't shake her head to dismiss these thoughts either. Sunset tried moving towards Thomas but quickly found she couldn't.

"I can't move," She grunted.

Sunset tried moving forward again, only nudging herself a smidge with each tug. For him it was all natural, but as Thomas watched her struggle, he knew she was having trouble. Thomas pictured himself struggling to stand on two legs and moving forward. It wasn't easy at all, and it doesn't seem to be any easier for Sunset to pick up on how to drive yet.

"Try going backwards," He suggested.

She does so, but to no avail, only nudging herself forward with little to no progression. Sunset eventually gave up, respiring a breath of frustration. No matter how hard she tired, Sunset could not get her wheels to move.

She sighed. "I don't think this is gonna work. I'm only gonna be in the way at this point."

Thomas felt bad for Sunset. She's only been an engine no more than a minute or two and she's already deciding to give up?

"Twilight was right," She continued. "I don't have time for to learn all this engine stuff. Not when we're so close to saving Lady."

Sunset must have overestimated her adaptability and figured being an engine would be just as easy as it is for Thomas, or even when she first became a person. She had to learn a lot in order to adapt at being human. It took a lot of time to figure it out on her own before excelling at it. She took up many activates that required fingers. Being a person was a tough start, but Sunset could barely move as an engine. They'd much rather fast track their mission after all wouldn't they? But Thomas remembered what Sunset said moments ago about having each other's backs. Maybe this is where that comes into play.

"Can you pull me back through the portal?" She said, ashamed. "Let's just tell the others going with you wasn't such a good idea."

Tooting his whistle, Thomas drove up and shunts himself into Sunset Shimmer by bumping into her. Their buffers meet one another and his couplings swing over and latch onto her. Thrown off by Thomas' collision, Sunset stared back at Thomas just as does, seeing he needed to bash her to get his connecting chain attached to her hook. At this point, Sunset expected Thomas to take her back to CHS, feeling defeated in her self-assumptions. Worst of all, she wouldn't be able to aid Thomas like she hopped to. She's been helping him out this whole time and wanted to continue doing so even now. How will he ever find his way to Muffle Mountain on his own? She wanted to keep him safe and make sure he makes it back. It seemed as though Sunset was in no position to do so this time.

Instead of pulling her though the buffers, however, Thomas smiled playfully and instead kept on chuffing forward, pushing Sunset along with him as he built up strength and pace. Sunset didn't know why he was pushing her instead of taking them through the buffers.

"Maybe you just need someone to give you a little push in the right direction," He smiled.

A grateful Sunset smiled, despite wanting to object to his decision to carry her. Seeing him focus all his heft in getting them going mystified her, however. And so, she said nothing as they made a steady pace along the tracks. Since she couldn't move, Thomas had to do most of the heavy hauling and was already putting in so much effort to heave her down the track. Thomas will wear himself out if he's not careful. But he kept on going. She worried for Thomas' efforts to push her all the way to Muffle Mountain, which could take a long time until they don't find the right tracks.

Thomas wasn't going to let her give up just yet. He'd much rather have her with him now since she decided to come. Also, seeing Sunset struggle with driving prompted him to help her out. It was going to be a long while before Sunset could get used to being an engine. All they did during the first portion of their journey was look at their surrounding, from their left to their right, and then at each other for a much longer period.

This was Sunset's first-time seeing Thomas as a tank engine. It almost captures his personally a bit better than his human appearance did. He had six small wheels, a short stumpy funnel, a short stumpy boiler and a short stumpy dome. His bright blue paint was the only thing visible in the dark railroad other than her own. Though she had a tender, making her longer than Thomas, Sunset was still pretty short compared to his height. They met evenly face to face but Thomas' boiler reached a foot higher than hers. Not by a lot but certainty enough. They almost match how they stood next to one another as people, with Thomas being centimeters taller than Sunset.

* * *

Eventually, they came across the switched tracks that led Thomas to CHS. Thomas applied his brakes and the two engines came to a stop. Sunset could see the other path on her left. She also saw a gaping hole above her and branches slowly re-growing to fill in the exposed breach. The thorns were charred, bits of smoke billowed off with tiny ignites of fire clinging to the branches.

Sunset asked which way went where. Thomas pointed to the tracks behind her as the ones leading to Sodor. The other set of tracks to Sunset's left, however, was a path he didn't know about. Seeing it as the only other set of tracks they've come across so far, they agreed that those were their best bet. Thomas chuffed further up until he passed the switches. The points turned left, and with a heave and a tug, Thomas pulled Sunset Shimmer down the left side of the tracks.

There wasn't much to see or do in the Magic Railroad. Everywhere was just a tunnel of thorns. While puffing, Thomas began looking at Sunset even more than he did at his surroundings. He was happy to have her tag along. Thomas didn't realize how much he appreciated Sunset's company until just now. Having someone with him to protect and help with directions made his journey all the more valuable. Since they were such good friends, it wasn't a surprise to either that they felt right going to Muffle Mountain together. He had never felt more grateful to have a friend like Sunset Shimmer.

Sunset stared at him as well, happy to see him remain so cheerful through this whole ordeal. He had Sunset and her friends to thank for keeping his spirits high. Whenever something went wrong, it brought Thomas down to a level of doubt and regret. In the end, all he needed to boost his confidence and assurance, not only in himself but onto others as well, was his new friends. By treating him as a good friend, Thomas was able to bounce back whenever he felt down. And much like how she's been supporting him and lifting his spirits, Thomas encouraged her to stay with him by offering to push and pull her around. One of many acts he could do in return for being a good friend.

* * *

Seeing something a head of her, Sunset told him to stop. Thomas puts his brakes on and comes to a halt. They were parked right were a set of switched tracks laid. One going left, the other right.

"There's another set of tracks facing two different directions."

"Another?" Thomas said in shock.

"Which way should we go now?" Sunset asked.

Thomas wasn't so sure. This was the first time he's seen another set of switched track on the line. He didn't know where either of them went. There weren't this many directions on the Railroad before. Last time he was on the Magic Railroad back when it's magic was lost, all he had to do was chuff down a straight line that ultimately lead him to the top of Muffle Mountain. But this time their destination was Burnett Stone's workshop, which is inside the mountain itself.

Then, he came up with an idea. Thomas closed his eyes and concentrated real hard. Sunset looked at him perplexedly like he was having a brain freeze.

"What are you doing?"

He opened his eyes. "When I found the last set of switched tracks on my way in the Magic Railroad, I was about to go down the left line to search for Lady. I was really close to doing so too, until I felt something."

"What was that?"

"I felt something pulling me back. It stopped me from moving on, almost like it was telling me to go down the other line, the one that leads to Canterlot High. The more I continued going down the left tracks, the more I kept feeling this strange urge to go right."

"That is strange."

"It is. That's how I ended up in Canterlot High. I think it might've been Lady's Gold Dust calling me. It did take me directly to her, after all."

"So, it wasn't just a coincidence that lead you to our world. You think your connection to the Gold Dust was what brought you to Canterlot High?"

"That, and the Sparkles Mr. Conductor gave me. I had a lot more then. So, my connection must have been a lot stronger. That's why I was able to feel them guiding me where I wanted to go."

"It could've also just been gravitating back to Lady because she's slowly losing her magic. We don't know if it can track anyone else that doesn't have Sparkles on them."

"Mr. Conductor found me in Canterlot by using his Gold Dust to track my location."

"That's cause you're carrying Gold Dust, Thomas."

"But, He told me that everyone's connected to this place as well. He warned us that it'll soon starting doing what it almost did to me and my friends and destroy anything connected to the magic. Doesn't that mean we can find anyone using Sparkles?"

"I don't know. Maybe?" She said, uncertain and a little frustrated.

Sunset and Thomas pondered for a good minute until Sunset came to a conclusion.

"Maybe, by having a strong desire to find Lady, the Sparkles you're carrying guided you straight to where she was located. Which means, if you use the Gold Dust you have left now,"

"I can find Burnett Stone by concentrating on what I want?!" Thomas interjects.

"Just like how we use it to counteract the dark shadow!"

"By wanting it to!" They both say in unison.

Realizing they repeated themselves again, the two chuckled for a bit.

"Only," Sunset questioned. "Why didn't it work earlier when we were searching for Lady?"

"I think because I had you and the others searching with me. Maybe I just relied on all of us instead of worrying about finding her myself."

"Well, It's worth a shot. Let's see if that's the case," Sunset smiled, confidently.

Thomas smirked and shuts his eyes again, focusing on finding Burnett Stone while Sunset waited with anticipation. If he's making more Gold Dust, surely that should also give him some kind of leverage. After a while, Thomas beamed when his eyes finally open. This made Sunset eager, he must have a fix on where to go. He started puffing back slowly down the tracks heading to the right, nearly coming to a stop after the surge began to diminish. Concentrating real hard, Thomas tapped into the Gold Dust's power and focused in on what he sought. The energy boiled inside. Thomas kept going down right, waiting to feel any indication, any spark that'll correct or confirm his direction. As he continued chuffing cautiously, the same impulse he felt urged him to continue where he's heading. Thomas built up speed and zoomed down the line excitedly. They were going the right direction. The two friends smiled as they made their way down the line.

"How will we know if we reach any buffers?" Sunset asked. "I can't really see anything past you from this point."

"I guess we'll know once we wind up in another world."

"Preferably Muffle Mountain though."

"Right."

Thomas and Sunset giggled.

"Don't worry, Sunset. We should be there soon enough. So long as there aren't any more switched tracks, we'll arrive at Muffle Mountain in no time."

Their questions were soon answered. Approaching what's presumably a set of buffers, they heard a distorted blaring sound of train whistles and a large, circling spiral of gold manifests behind Thomas. The two friends charged towards the buffers and braced for impact, now finding themselves entering through the portal and onto the other side. If Thomas' instincts were right, then they would be arriving at their destination.

* * *

The two came to a complete stop as soon they were through, then started up again with Thomas reversing backwards while Sunset remained coupled up to him from the front. It was dark, quiet, and stuffy. Thomas suspected they were in a tunnel. They could make out stone all around them in a horseshoe shaped structure. Sunset could see a small glimmer of light past Thomas and pressed him to proceed with caution. He does so, puffing down vigilantly until the stone walls surrounding Thomas' left side and the roof above them came to a stop when they reach the end of the tunnel arched with straight sides. They could tell upon entering that the place had a lot more space. It was still dark regardless of any tunnels blocking their view and the sheer silence began to worry them.

Thomas spots the source of the light Sunset saw from a dusty colman pendant dangling from the ceiling. The light was casting down on a workspace studio. There were two work bench tables clustered with an abundance of different paraphernalia. Various repair, crafting, and cleaning tools were laid about. Metal crates, wooden bricks, and other such old and used welding clutter were scattered all over both desks. Schematics, diagrams, and blueprints were posted up on a wall close by the benches. Thomas bumps into a set of buffers against the wall. Sunset was only halfway past the tunnel while Thomas was well exposed. At first, they began to wonder if they were in the right place, Thomas saw a drawn portrait of Lady chuffing down a grassy field with the sun beaming on her smokebox.

"Sunset, I think this is it. We're in Muffle Mountain! This must be Burnett Stone's workshop."

Before Sunset could say anything, another light flickered on from above and shined down on them. The entire workshop was now lit up, making the area a lot less dark than it was moments ago. They could see more train repair apparatuses and random items stationed all about the place. Wires, cords, and rope hung from the roof. Stools, buckets, and cylinder tanks laid against the stone wall and all over the floor while collecting dust. Thomas then saw someone standing next to a light switch by a jagged rock entrance. Thomas immediately recognized this man. They wore a brown leather jacket, a mellow apricot colored button-down dress shirt, and beige chino pants. He walked up to the two engines with each step echoing off the serrated stone walls of the cave.

"Burnett? Burnett Stone!" Thomas said, happily.

He reaches the engines and forces a feeble grin.

"Hello, Thomas. It's good to see you again," he said in a monotonous voice.

"It's good to see you too! You know, considering what's happening and all."

Burnett hung his head with eyes half-closed. "Yes. It is unfortunate. How safe is she? Is Lady alright?"

"She is. Well, at least as well as Lady can be." Thomas hesitated for a moment. "You see, Lady lost her memories of us, even being an engine."

He sighed dejectedly.

"But, our friends are looking after her until we return with more magic. The Gold Dust you'll give us will help Lady remember herself again."

"Thank you, Thomas." Burnett said, looking up at him. "I'm relieved to hear that."

"I'm really sorry about Lady," Sunset said.

He turned to her. "Who are you?"

"I'm Sunset Shimmer. Nice to finally meet you."

Burnett examined her perplexedly. Sunset was confused.

"You're not from Sodor, are you?"

"What gave that away?" she joked.

"The livery is too, unconventional. The paintwork on the smokebox and funnel aren't,"

"Uh, Burnett?" Thomas interrupted.

He looked at Thomas and nodded leisurely.

"Right. Sorry."

Sunset was a little offended.

"So, does that mean you know about the other worlds the Magic Railroad's connected to?" Thomas asked.

"I do now. Is she from one of those worlds?"

"That's right," Sunset said. "I come from Canterlot High."

"Canterlot High? You're just a student?"

"Well, technically I'm actually from Equestria. It's a kingdom filled with different magical creatures. In that world, I lived as a magical talking unicorn until I ran away to an parallel universe where everything there looks the same, but instead of being ponies, we're people."

Burnett's eyes were the widest and most bewildered they've ever been. Sunset chuckled sheepishly. Her explanation sounded more outlandish than even Pinkie Pie could have put it.

"Sunset's been helping me look for Lady and fixing her memories," Thomas said. "Along with all her friends back at Canterlot High."

"Well, that's good. We'll need all the help we can get." He examined Thomas' cab, half expecting Mr. Conductor to climb out. "How did you find my shop?"

"I used Gold Dust to track your location. Apparently, it can trace were other groups of Sparkles are located. With Sunset's help, we used them to find which way we needed to go past the switches."

"Mr. Conductor told me something similar. About tracing their location. Said it would use up all his magic. Guess he was right."

"He also said you're making Gold Dust now?" Sunset asked.

"That's right." He said, walking over to one of his work benches. "After, last time, I searched all over the mountain for a source of water. When I did, I built a well on top of it. If the conductor family ever ran out of Gold Dust, they'd just come to my shop to restock. Lady creates the shavings needed, and they'd be mixed into the well. Creating a fresh batch of Sparkles."

"Gold Dust is made by mixing shavings with well water?"

Burnett nodded. He then picked up a granite plate with a thin scoop at the edge, which caused the sound of wind chimes to scatter with each movement.

"I haven't seen any water wells in Canterlot though. How do you suppose Diesel 10 managed to get a hold of one after taking some of her magic?"

Burnett Stone walked over to Thomas and Sunset. "He didn't. He's been using it as is, which isn't how Gold Dust should be handled, as I'm sure you've seen."

Thomas directed him to his cab where the whistle was stored.

"Well, he won't be using them to hurt our friends anymore once we return Lady's magic."

Burnett climbed aboard and grabbed the whistle hanging off a valve. He paused for a moment to reflect what Mr. Conductor told him during his visit.

"Mr. Conductor said the Magic Railroad is falling apart because of his influence. Instead of giving life to our worlds, he takes it away. And now the Railroad sees that as it's only function. It'll keep on running that way until there's nothing left."

Burnett climbed back down. "Gold Dust, whether mixed with well water or not, is still at it's most powerful even in the wrong hands. But it's most effective when they're as pure as Gold itself. That's what Diesel 10 doesn't understand about the magic. Using Gold Dust raw is part of what's causing the Railroad to crumble. It'll end up destroying everything, including him too if he's not careful."

"Good thing we've been using the pure stuff then," Sunset said.

He then holds the whistle up close to the granite and gently pours out every spec into the whistle until there was no more to be added. Thomas and Sunset smile once he finished. Burnett held onto the whistle tightly, clenching it close to his face with his eyes closed shut. He opens them again, then walks off.

"I'll be right back," he said, taking the whistle with him.

Thomas and Sunset watch him leave through the jagged entrance until he was no longer in sight. The two sat there for a while, talking and celebrating their achievement. Mr. Conductor's whistle was now full of Gold Dust once again. And with his whistle filled, they can bring its magic back to Lady to restore her memories and return her to the Magic Railroad.

"Burnett seems a bit, vacant," Sunset whispered, searching for an appropriate word.

"He's just worried about Lady. She means an awful lot to him."

"I guess. But he knows this stuff will save her. I don't know, maybe show a little sense of accomplishment or something."

"I get it. But, it's complicated. You see, Burnett has a lot of fond memories with him and his wife. I think Lady was what brought them together. So, he gets rather upset when something bad happens to her."

"Is his wife, you know?"

Before Thomas could say anything, they hear foot steps echoing off the cave walls. Burnett walks back into the shop, both with Mr. Conductor's whistle and another one dangling form his right hand. This one was an antique brass whistle shaped like Mr. Conductor's but a lot smaller and with a string of rope wrapped around the ring hook as a necklace. He held out the old whistle to Thomas and exhaled a glum breath.

"This was a gift I made for Tasha… I told her that when Lady's up and running again, she could use it when we go for a ride. She didn't see a need to keep it. So, she gave it back to me, hoping I'd cherish it forever, in case Lady never," Burnett cuts himself off.

The two engines look at each other. Sunset's question to Thomas was answered.

"I've always held onto it. Kept it close. But now I have to let it go… I want you to have it, Thomas. I filled it with Gold Dust. In case either of you get lost."

They accept it, as Burnett Stone climbs back into Thomas' cab and hangs both whistles on one of his valves. He climbs back down, walked up and placed a hand on Thomas left bumper. After shaking his head, he looks up at Thomas.

"I can't imagine what Lady's going through. She's been, isolated from the outside world for so long. And now she's even more alone then ever."

"She has you though," Sunset said. "Thomas, myself, and all of us. We're not giving up on her."

Burnett looks over and nods at Sunset, appreciative of her help. Sunset smiles back. He then turns back to Thomas.

"Please, Thomas. Bring her back. Save our worlds, save the Magic Railroad. Save Lady."

"I will, Burnett," He said, determined. "You can count on me."

Burnett smiled. blowing his whistle, Thomas chuffed forward while pushing Sunset back into the tunnel. Sunset sees Burnett Stone waving back at her. Unable to wave in return, Sunset shoots him a reassuring smile until they disappear in the darkness. Thomas builds up speed and charges through the buffers until both engines disappear through the blaring portal of gold.

* * *

Back on the Magic Railroad, Thomas and Sunset Shimmer puff down the murky railway line. Its thorns appeared thicker than before. No light is able to shine through the crevices. Both engines were able to make out a purple color of light gleaming between the crooks and crannies of the lianas tunnel, but that was all they could see. Thomas had his eyes closed again, looking like he's concentrating on something.

"I think we know where we're going at this point," Sunset joked.

"Diesel 10's been running on the Magic Railroad to destroy our worlds." Thomas opens his eyes, "What if I used the Gold Dust to keep them from crumbling? I can keep the railway running long enough until Lady's back."

"It's worth a shot. How much do you think you have left?"

"I don't know. That's what I'm trying to find out. I might have used it all up looking for Burnett."

Thomas closed his eyes again then opened to find and feel nothing different about the Railroad. Thomas groaned. He was sure it would've done something, but it looks as though he was now all out of Gold Dust. There wasn't any surge in him that pointed where they needed to go anymore either. Good thing they had Burnett's spare whistle in case they do get lost.

As they rolled down the line, Thomas began thinking about Lady, and what she told him about being teased by other students. None of that didn't sound right to Thomas. Was it because of him that she thinks that now? Why would everyone at CHS tease her? Could it just be her memory acting up and wasn't thinking straight? Thomas didn't know for sure, but Lady seemed very convinced of such.

"Did you know Lady was being bullied by other students?" Thomas brought up.

"No? Why would they do that?" Sunset asked.

"I don't know. That's just what she told me. Apparently, they've been making up stories about her. Because she doesn't remember anything, they think she'll believe anything said to her."

"That doesn't sound like something CHS students would do. I mean, I'm sure there are a few but, wow, I didn't know any of that. Now I feel even more awful for how were approached her."

"Yeah," Thomas said quietly, thinking about his last encounter with Lady.

"She seems to get along with Apple Bloom, Scootaloo and Sweetie Belle though."

"Why do you think that is?"

"Maybe because they actually treat her like a person, and not as a source of powerful magic or someone's punching bag. They must have heard what she was going through and offered to be friends."

"Lady did seem very happy with them."

"And we all thought she was still alone before you and Twilight told us about them. Even if she is having a hard time, Lady has them keeping her company at least."

"I guess so."

They reach the switched tracks that took them to Muffle Mountain and proceeded down the tracks.

"I have to wonder," Thomas said. "If the same would've happened to me had I never met you and the others. Would everyone pick on me too because I didn't know any better?"

"I doubt it. You're pretty good at making friends. It's just how you are."

"You'd think so. When I first came to CHS, I remember feeling very lost. I didn't know anybody or knew how to act like a person. And before I found Lady in Canterlot High, I was ready to give up. I figured she couldn't be in your world, and I was inches from stepping back into the portal."

Sunset continued listening with investment.

"On top of that, the job just felt so big. I couldn't find Lady in one night and it was enough to make me wanna go home. I thought, Mr. Conductor chose the wrong engine."

"Mr. Conductor chose you because he knew you'd get the job done."

"But I almost gave up, Sunset. I didn't know what I was doing, and I didn't want to cause anymore confusion or delay. If Lady hadn't shown her light, I would've gone back to Sodor."

"Then everyone and everything would've been wiped from existence," Sunset said, bluntly.

Thomas was taken aback by the harsh statement, only because she had a point and didn't want to admit it.

"You didn't know what you're doing because you were doing everything alone. You spotted Lady right before you left, but It's because you had me and our friends that you were able to find her. I'm not positive you'd even still be standing had we not met."

Eventually they found the switches facing down Sodor and back to Canterlot High. Thomas puffed up past the switches and came to a stop. But Sunset kept on talking.

"I'm going to say what I did the first night you stayed over at my place; You are a good person, Thomas. And you see the good in others, which is why you're able to make lots of friends. Remember when I wanted to go back because I tried moving once and thought it couldn't be done? Instead of agreeing to send me back, you took me with you to Muffle Mountain."

"Nah, I couldn't let you to go back without getting a feel of it first."

"And that's why we stuck by your side. My friends and I saw someone we couldn't stand to see accomplish this on their own. We couldn't let the magic corrupt you or your friends, and you couldn't shake us off from stepping in for a friend who more than earned it. Face it, Thomas. We were kinda destined to run into each other."

Thomas sighed then smiled warmly. How did he get so lucky in deed, in finding a friend like Sunset Shimmer?

"Thank you, Sunset. You really know how to say it as it is."

"That's just my style," Sunset smirked.

Thomas then thought of something. "Speaking of which, why don't I leave the rest of our journey home up to you?"

"What? B-but, I can't,"

Sunset was about to object until she looked at Thomas, raising a brow and shooting her a disapproving remark. She eyes the ground nervously. How was Sunset going to move let alone push Thomas the rest of the way?

"Just give it a try. I believe in you, Sunset Shimmer."

She looked at Thomas, then down at his buffers. If he believed in her, then she'd be more than willing to try. Sunset closed her eyes, hoping it would help channel her concentration, and forced herself to move forward. She grunted and groaned through gritted teeth, putting in all her effort to make herself move.

"Come on. You can do it," Thomas said.

Struggling and straining, Sunset opens her eyes and exhales a breath of exhaustion. Then closes them again and pushes herself onward. A creek of her wheels nudged forward once, then again, then again, and again, until they rotate into a full spin. They rotate some more. Pressing her buffers against Thomas', Sunset then puts in all her strength to push him. Her face was red, smoke billowed from her funnel and steam hissed from her engine. Finally, they started moving slowly, heading down the tracks to the right lane. Though they weren't moving at a fast-enough pace. Sunset was to busy concentrating to notice they were moving at all. Thomas decided to give her a little boost and reversed down the line while pulling Sunset. They were now at a pretty consistent pace. She looked at him, confused and rather annoyed.

"Am I suppose to be pushing you or what?" she asked.

Shooting her a sassy look, Thomas shuts off steam and bumps into Sunset's buffers, giving her a bit of a jolt. She was irritated at first, until Sunset realized she was the only one driving. Her wheels kept chuffing down the tracks as seamless as moving two legs. Thomas wasn't moving backwards anymore. His funnel wasn't blowing smoke and there was no steam being made. If he wasn't pulling her, then Sunset must be pushing him all on her own.

"I'm doing it," She said, excitement building. "I'm actually moving!"

Thomas laughed. "See, I knew you could do it! Now come on, we've got an engine to save."

Feeling accomplished in their mission and her new-found ability, Sunset started laughing too as she built up more speed, this time jolting Thomas a little too.

"Whoa!" Thomas laughed.

The two engines charged down the line and thundered along the tracks until they reached the Magic Buffers. Bright, glaring gold and train whistles echoed all around. Sunset Shimmer pushed them through the magic portal and back out to their world, where an unexpected guest was waiting for them.

* * *

 **To Be Continued.**

* * *

 **In Memory of Peter Fonda. Thank you for sharing the magic.**


	31. Chapter 30: Diesel 10's Second Chance

**Not much I really want to say, except this chapter might be one of my favorites entries! Fair warning though, a certain confrontation in this story might come off a little convoluted. I only wish I could've skimmed it down a notch, but being limited in the vocabulary department doesn't give you any advantages to get your points across short and sweet. So, I apologize for any headaches caused because of this. That being said, I really hope you like this entry, because I surly did, and stay tune for more. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 30: Diesel 10's Second Chance**

The Engines and Girls now had to wait for Thomas and Sunset Shimmer's return from Muffle Mountain with the magic Gold Dust. To buy some time, they went back inside the school to attend a secret surprise party hosted by Pinkie Pie and Percy in the band room. Before making their way to the party, the gang went to check up on Lady to make sure she was still safe and that Diesel 10 or his henchmen were nowhere to be seen.

While walking down the hallway, Fluttershy overheard faint grunting from two voices approaching them. Henry looked back and wondered what Fluttershy was doing until he too heard the noises. He joins Fluttershy and the two investigate. Approaching them from down the halls was Mr. Cranky Doodle holding two boys by the shoulders. They were trying to break free from his grasp.

"Splatter and Dodge?" Henry said.

Cranky Doodle passed Henry and Fluttershy while still dragging Splatter & Dodge, trying to keep up with his pace.

"Hey, what are you doing with Splatter and Dodge, Sir?" Henry asked Mr. Doodle.

He turned and face them. "These two hoodlums were messing with the fire alarm system, so I stepped in and prevented them from almost pulling the trigger. Now I'm taking them to Principal Celestia were she'll decide what kind of punishment they deserve."

"No, please don't!" Splatter said.  
"We were only thinking about doing it."  
"Yeah we haven't decided yet if we were gonna."  
"We were just told to do it!"  
"It's not our fault!"

"Oh, really," Cranky Doodle said, skeptically. "Then who's fault is it?"

Splatter & Dodge looked at each other nervously. They two remained silent; not wanting to rat out their boss for ordering them into triggering the fire alarm as one of his schemes to draw out Lady.

"Well, seems like you're clearly just trying to get out of trouble. Now let's go."

Henry and Fluttershy shared a concerned glance. They are trying to kidnap Lady and bring her to Diesel 10. Maybe they should let Mr. Doodle take them away. It'd be one less nuisance to deal with. But was it Splatter & Dodge's fault for listening and doing whatever they were ordered? Are they just at Diesel 10's mercy due to him giving them a purpose again? Fluttershy saw they in deed regretted their actions. Or were they just showing remorse because they got caught? If they're just doing what they're told out of fear or debt should they still be grounded for it?

Now that Fluttershy and Henry thought about it, they may be bothersome, but both were still harmless at the very least. Cranky Doodle and the two boys were about to leave until Fluttershy stepped up to them.

"Wait, Mr. Doodle, they're telling the truth."

Henry, Cranky Doodle, Splatter and Dodge all looked at her with puzzled faces. Fluttershy put on a brave face and explained.

"Someone did tell them to pull the alarm. I mean, um, they are a bit mean and troublesome, but I doubt they'd ever do anything that bad if they knew it'll hurt others. Please, don't punish them for something they've only been bullied into doing."

Splatter & Dodge shared a confused glance. They had no idea why this girl, who's suppose to be their enemy, is suddenly sticking up for them.

"And you would know this how, Fluttershy? May I ask who made them do this?"

Fluttershy looked over to Henry shrugging his shoulders. Thomas said all it takes is a helping hand for anyone to see what they've done. If they do, maybe saving Splatter & Dodge will see them come around for the better. If Henry and Fluttershy can get them out of trouble, perhaps they'll realize what they're doing and change their ways, just like what Thomas has been saying about Diesel 10.

"Do you remember why the police were here yesterday?"

"Yes? A man was disturbing the students and," then it clicked, "Oh. Oh! Oh deer."

Cranky Doodle lets go of Splatter & Dodge, who were still confused beyond response to their sudden shift in situation.

"I am terribly sorry, boys." He said, somberly. "I didn't know you were the students this man has been disturbing. Now don't worry, I'll be sure to inform the Principal and the authorizes. He won't be bothering you anymore."

"Uhhh, thanks?" Dodge said.

Splatter simply nodded.

"We'll be sure to look after them too," Henry said, standing next to Fluttershy.

"Good." Cranky Doodle pointed strictly at the two diesels. "And you two, stay out of trouble now, I mean it."

As soon as he left, Splatter & Dodge turned to Henry crossing his arms and Fluttershy resting her hands on her hips.

"Why did you do that for us?" Splatter asked, contrite.

Henry was about to explain but then paused. "Hey, um, Fluttershy, why did we save them?"

"Because," She began, "you two don't really like doing bad things. The only reason you're still following Diesel 10 is because you're scared of what he might do if you don't obey his orders."

Splatter looked away while crossing his arms. Dodge did the same.

"Uh, no we're not."  
"We like being bad."  
"Yeah! Almost as much as we like playing tricks on steamies."  
"Isn't that the same thing?"  
"Eh, probably."

Fluttershy crossed her arms, "I don't believe that for a second. Even if you like doing bad things, you don't have to listen to him."

"So, what? Y-you want us to start taking orders from you instead?" Dodge asked.

"Not at all. But at least you wouldn't be friends with us out of fear. Do you two even enjoy working for him? Just look at where it's gotten you. All Diesel 10 does is boss you around and acts real mean."

"How do you know he treats us bad?" Dodge asked.  
"He doesn't force us to do anything," Splatter lied.  
"We're not scared of him!"  
"And for your information, he treats us greatly!"

"Does he?" Henry raised a brow. "You were close to exposing Diesel 10 a minute ago. Some loyal henchmen you two are."

Splatter and Dodge slouched. They knew Henry was right. Him and the other steamies have dealt with Diesel 10 before to get a good idea of how he treats his sidekicks. They still defended their stance despite how blatantly obvious their stigma came across.

"See, w-we only said that to get out of trouble," Splatter shrugged.  
"And we do kinda have to listen to him," Dodge said.  
"Dodge and I would've been scrapped if the boss hadn't had the Genie zap us out on time."  
"He says we owe him for it. It's not because we're afraid. I don't think so at least?"

Fluttershy shook her head. "You two don't owe him anything. You're free to make your own decisions now."

They scratched their heads with doubt.

"B-bu-b-but," Splatter stuttered.  
"Following orders is all we know," Dodge said.  
"And if we're not following boss' orders, then what are we?"

Fluttershy approaches the two gently and stood in front of them while beaming a warm smile.

"Splatter and Dodge can be whatever they wanna be. It isn't too late to become the independent diesels you claimed to be."

"There you two are," said a voice.

It was Twilight Sparkle, along with the other Engines and Girls. They all gasped as they quickly noticed Splatter & Dodge, who turn around and face them as well. Everyone immediately glared at them.

"Henry, Fluttershy?" Gordon said. "What are you doing with them?"

"Did you catch them going after Lady?" Twilight Sparkle asked.

Henry explained. "They were about to get in trouble, but we stopped them from being taken to the principal's office."

"Why didn't you let them get in trouble?" James asked. "It serves them right for helping Diesel 10 destroy our home."

"Because Splatter and Dodge decided they're not gonna follow Diesel 10's orders anymore," Fluttershy smiled. "They're independent now. Right?"

Splatter & Dodge rub their heads, responding back skeptically.

"Um, yeah?" Splatter said  
"I guess so?" Dodge said.  
"Indy-pend-ants, that's, what we are, now."

They still didn't know why Fluttershy was sticking up for them. Both diesels knew It was because of her intervening they didn't get in trouble. But who was she to say they weren't working for Diesel 10 anymore? Not that they would object, seeing as how they can't even win an argument against their own boss. Besides, no one had ever been nice like that to them ever. They couldn't describe it, but Splatter & Dodge felt indebted towards her, something they've never had a reason to feel before until now.

The Engines and Girls were all very dubious, but if Henry and Fluttershy say they aren't with Diesel 10 anymore, their word was as good as Splatter or Dodge's.

"Uh, if you say so," Applejack said, skeptically.

"How do we know for sure they've really defected from Diesel 10?" Rarity asked.

"I know I don't like the looks of this," James crossed his arms.

"Me neither," Rainbow Dash said. "They probably just wanna spy on us up close."

"I don't think we'll have to worry about that anymore," Henry said.

"In that case, why don't you come with us, Splatter & Dodge?" Edward offered, kindly. "Pinkie Pie and Percy have a secret surprise they wanna show us."

"Can I Tell Them Now, Percy?!" Pinkie Pie asked, anxiously grabbing his shoulders. "Please, Please, Please, Please, Pretty Pleeeeaaaasse?!"

"Not yet, Pinkie," Percy chuckled, taking both arms off his shoulders. "We have to wait till we're all in the band room first. We can't ruin the secret surprise party for every,"

Realizing he accidentally muttered out what the surprise was, Percy covered his mouth while the group all gasped with excitement.

"Secret surprise party?!" everyone, including Splatter & Dodge, shouted in unison.

Splatter & Dodge zoomed up to Percy and Pinkie Pie eagerly.

"Can we come!" Dodge said.  
"Yes, can we come?" Splatter said.  
"We love parties."  
"Will there be lots of balloons?"  
"And confetti?"  
"And streamers?!"

Pinkie shoots up in-between the two and wrapped her arms around both their shoulders.

"All The Above!"

"Guess that answers your question," Spike said to Rarity.

Percy chuckled. "Well, the more people invited to the party, the better. Of course, you two can come."

Pinkie Pie smiled proudly at her party pal as she appeared by his side again.

"It's bad enough these two are spying on us from a far," Rarity said. "Now you want them within our proximity?"

"Least we can keep em from goin' after Lady," Applejack imputed.

"I guess," Twilight said. "But, doesn't it seem awfully risky letting two former henchmen of someone out to destroy our world stick with us?"

Fluttershy steps in between the two diesels and gently takes both Splatter's right and Dodge's left hand.

"Everyone deserves a second chance," She said, sweetly. "A very good friend of ours told us so. And if he's right, then Splatter & Dodge need one more than anybody."

The two boys were red in the face. Still holding on to their hands, Fluttershy walked towards the group with Splatter & Dodge following her. Neither puts up any resistance as she guided them along. She lets go of their hands once they reach the rest of her friends. Some stared suspiciously at them while others held their reserves. All Splatter & Dodge could do was smile sheepishly. Henry, Fluttershy and the others then proceeded down the band room. Everyone was excited still now that they knew what the surprise was, and forgot to be mad at Splatter & Dodge. The two boys gingerly follow but were stopped by Rainbow Dash, leaning in from Splatter's right side.

"You two do anything, and I mean anything I don't like." She lodges her right fist in her left palm, frightening them both.

Next, Pinkie Pie leaned in from Dodge's left side, happily holding out a baggie full of different colored gummy bears to Splatter & Dodge.

"Want Some Gummy Bears?"

* * *

"Now or never, Diesel 10. I'm buying you all the time I can. Don't waste it."

"Whatever you say. And don't worry, I'll have those two straighten out."

* * *

After the surprise party, the Engines & Girls headed down the hallway to the school lobby. The party Pinkie Pie and Percy held for everyone turned out excellent. They planned to keep it going afterwards to make up for Thomas and Sunset Shimmer's absence once they get back and celebrate their victory again. Everyone enjoyed the party. The gang were looking forward to continuing it later, especially Splatter & Dodge. It was the most fun the two diesels had in a long time. They had purple and olive-green balloons tied around their wrist, cone hats on their heads, and streamers wrapped around their arms.

While walking, Splatter, Dodge and Pinkie Pie played with their gummy bear candies, giving them silly voices and waving them in the air to act out playful and cheeky scenarios. Pinkie Pie did nothing but laugh at their funny voices. The Girls saw them having a good time, making their suspicions to slowly drift away. Some even chuckled quietly to themselves while watching them play. To their surprise, they actually fit in well with the group. Even the Engines saw no real threat in them anymore and joined in on the fun. First impressions made these diesel engines out as devious and un-trust worthy given who they're working for. When it comes down to who they really are, Splatter & Dodge were innocent at heart.

Everyone sat and waited on the steps outside the entrance for their friends to return. The sky was filled with bright grey clouds beaming from the hidden sun. The forecast even predicted thunder and lightening early in the afternoon. Despite the gloomy weather though, it didn't change the high spirits everyone was now feeling.

"Maybe asking them to tag along was a good idea after all," Twilight smiled.

"It sure was," Percy smiled. "I guess Thomas was right all along. You can bring out the best in people by giving them a helping hand, even for those that seem really bad at first."

"Hey huh, thanks again for inviting us," Splatter said.  
"Yeah that was a lot of fun!" Dodge said.

"Don't mention it!" Percy smiled.

"Really," Applejack said. "Stop mentionin' it. You've been tellin' us thanks since the party started."

"That Was So Much Fun!" Pinkie Pie said, popping up beside each of their sides. "You Guys Are Real Party Animals!"

"Why, thank you!" Splatter said. "We are quite the 'life of a party'. If I do say so myself."  
"Yeah, If you invited to a party long ago, we would've ditched Diesel 10 right then and there."

"I'm happy you two had a good time," Fluttershy said. "It means so much that you came along with us."

Splatter and Dodge blushed. "W-we probably wouldn't have been able to,"  
"And have such a good time,"  
"If it weren't for you, Fluttershy."

Fluttershy giggled. This made the two boys smile as well. Everyone got up and walked over near the center of the courtyard near the statue.

"So, uh, what are we doing now?" Dodge asked.

"We're waiting for Thomas and Sunset Shimmer to get back from Muffle Mountain," Toby said.

"They're Getting New Sparkly Sparkles That'll Fix Lady's Memories," Pinkie Pie said.

Splatter & Dodge look at each other, tentatively. Their first instinct was to tell their boss about what they've learned. But what do they do now that everyone thinks they've defected? Are they really willing to go against their boss?

"Should we be telling them this?" Rainbow Dash asked.

Percy was about to speak but then stopped and gasped in horror. Everyone else did the same as soon as they saw what he was gasping at. There walking towards them was Diesel 10, who stood firmly with arms hidden behind his back and his amused grin shown ever so prominent when he reached the group. The Engines felt their stomachs twist up. Diesel 10 had found them all.

"Thank you for finding those thieves for me, Girls," he said, snidely. "I knew I could count on you!"

Twilight and the others all shared nervous glances at each other. He must've known by now. And he did. But kept up the charade just as they did with him.

"Why don't you hand over those puffballs and maybe I'll consider sparing your world from what I have planned."

Twilight Sparkle glared at him. "That's not gonna happen, Diesel 10. We never agreed to hand them over and we don't plan to. These are our friends. And we're not gonna let you do anything to them."

Diesel 10 gasped, pretending to be shocked, and placed both hands on his cheeks.

"So then, you were lying all this time? Huh, I had no idea! And here I thought we were all such good friends." He glared at Splatter & Dodge with gritted teeth, "Unlike some rotten rattle traps I know."

Splatter & Dodge quivered.

"SPLODGE!" He called. "Get over here, now!"

The two boys didn't know what to do. They were just as paralyzed as the others. Everyone was now convinced they turned over a new leaf. Nobody expected them to fall in line. But, as they stared into his fiery eyes, they couldn't help but think of what would happen if they actually did defy him. Hanging their heads, Splatter & Dodge gave the bag of gummy bears, balloons, and cone hats back to Pinkie Pie, and gingerly walk over to Diesel 10. The others watched with discontent as they made their way over to their boss. Shocked and saddened, Fluttershy covered her mouth with both hands. Her heart sank at the site of Splatter & Dodge standing beside Diesel 10 and looking back at her friends with remorse written all over their faces.

"Now, round them all up!"

"I don't think so!"

Rainbow Dash was about to tap into her Geode Crystal until Pinchy rose from underneath his jacket.

"Ah, ah, ah." Diesel 10 said, waving his finger. "I wouldn't do that if I were you."

A golden aura glowed all over Pinchy's jaw and gleamed with unpurified Gold Dust. The Girls looked at the claw with unease. If they tired using their geodes on him, he'd be able to counteract their magic. Worst of all, he could still use them on the Engines. One wrong move and it's lights out for anyone. Rainbow Dash didn't tap into her magic anymore, and neither did the others. The clouds above the skies grew dark and thundering from a far clashed in very distance.

"Do what you do best, Splodge; Take my orders and don't question none of it."

Splatter & Dodge approached the group, all ferociously glaring at them, all except for Fluttershy. Splatter went over to their left while Dodge stood in front and guided the group in a collective line to the Wondercolt Statue. Both had their arms spread out and directed them where to go by waving their right arms. The Engines and some of the Girls shot them nasty looks as they walked past the two boys, who were too afraid to face any of these people they no sooner would've called their new friends.

"It's a shame you had to get on my bad side, Girls," Diesel 10 said. "Now I have to destroy Sodor and your world too!"

"You'll be doing a lot more damage outside of our worlds if you continue doing this, Diesel 10," Toby said.

Diesel 10 simply grinned. "Can it, Teapot. Join your friend."

Everyone was gathered by the west side of campus and faced the portal leading to the Magic Railroad. Twilight and the Girls stared at him with dread and anger.

"Well done, Splodge," Diesel 10 smiled. "Guess you weren't as traitorous as the Genie told me you were being."

They turned back to their boss with guilt ridden frowns. The Engines all huddled behind Twilight and the others while they stood in an organized stance to protect their Sodor friends.

"What are they gonna do to us, Toby?" Percy asked.

"I, I don't know, Percy," He said, solemnly.

"Oh, I'll tell you what's gonna happen," Diesel 10 explained. "You're all going inside the Magic Railroad, where you'll be locked up until I have the lost engine's magic. When I do, I'm gonna go back in and use it to finish you all off, once and for all!"

Diesel 10 laughed manically while everyone stared at each other, all deeply afraid of what intentions he had for them. Henry and Fluttershy hugged each other while she began tearing up and he started quivering. Everyone else stuck together too. James and Rarity, Gordon and Rainbow Dash, Twilight Sparkle and Edward, Toby and Applejack. Percy shook the most, until Pinkie Pie reached over and held his hand. He looked up to see her smiling at him. How could she still be smiling at a time like this? Percy thought. Even so, it managed to calm him down a little despite their inevitable doom.

"Now, to make up for Splodge's incompetence after getting caught and talked down to by a bunch of Puffballs and Circus Freaks." Diesel 10 grinned. "Take away their necklaces."

Everyone gasped. The two boys spun back nervously to face the group. Some of the Girls then stood their ground. They weren't giving up their Geode Crystals that easily. But Splatter & Dodge didn't move. They stood fidgetly while staring at everyone. Neither of them wanted take their necklaces.

"What are you waiting for, Splodge?!" He yelled.

Trembling, they slowly stepped over to the girls who were ready to fight back, until Diesel 10 waved his glowing golden claw in a taunting matter as a reminder of their disobedience. Standing down, the girls except defeat, and took off their necklaces.

Reaching the group, Splatter & Dodge then heard a stuttering inhalation. Fluttershy hugged her arms while a shower of tears poured from her eyes, and her right fist pressed against her quivering lips. Applejack's arm wrapped around her for comfort. The two walked over to her first. Fluttershy meekly takes off her locket and hands it over to them with trembling arms. They take it, as she looks at Splatter and Dodge through watery eyes.

"How could you?" She whimpered under her breath.

Their penitence couldn't be more prevalent as they moved on to the others and Fluttershy breaks down crying while Applejack glared at the shamefaced boys. Their hearts sank like a rock thrown into the ocean. Despite their position, Splatter and Dodge admitted to each other that they never liked being Diesel 10's henchmen. Fluttershy was right; he treated them like nothing but throw away henchmen. While Fluttershy, showed them nothing but kindness, forgiveness, and gave them a second chance to be better people. She stood up for them when they were about to get in trouble for following Diesel 10's orders. But now, they were stripping her of their magic Geode, and setting them on a doomed course to the Magic Railroad. Both Splatter & Dodge agreed upon sharing a glance that they would rather be back at the scrap yards again.

* * *

Before Splatter & Dodge could take rest of their Geodes, everyone noticed the portal leading to the Magic Railroad beginning to glow. Diesel 10 shifts to his side and grinned. Flying out of the portal was Thomas and Sunset Shimmer, both land with a grunt on the ground next to each other. They slowly leaned up and regained consciousness. Diesel 10 turns around fully.

"Ah, Puffball! Just in time."

"Thomas!" Percy said.

"Sunset!" Twilight said.

Both suddenly noticed the voice they just heard came from none other than Diesel 10. Thomas leaned up with his arms. Sunset leaned on her right arm while pushing herself up with her left. Eyes widened, Thomas and Sunset looked to see Diesel 10, Splatter & Dodge, and all their friends huddled together and happy to see them. The two were very confused but still well alerted to Diesel 10's presence.

"I was hoping I could get everyone in the Magic Railroad before you showed up," He said. "But, seeing as you're here, now it'll be more fitting for all of you to make your way in together."

"Diesel 10? What are you doing?" Thomas asked.

"Something long over due. Now get up and join your friends."

Sunset Shimmer got up and stood while glaring at Diesel 10. He smiled and waved Pinchy in a taunting manner as it glowed a golden aura. Realizing everyone, including herself, were now at his mercy, Sunset sighed a frustrated groan and hung her head while she makes her way over to the others, passing by and avoiding eye contact with Diesel 10 who only shot a condescending grin. Sunset joined her friends and stood between Percy and Twilight Sparkle.

"You too, Puffball. Unless you wanna be the first one to go in? You'll have enough time to spend with everyone, so don't fret over saying goodbye."

Thomas' head fell, staring at the ground then shutting his eyes, angrily gritting his teeth. Nearly stumbling, Thomas gets back on his feet, steadies his balance, and stared sharply at Diesel 10.

"No," he said, severely.

Diesel 10 scoffed, shifting back at everyone's shocked expressions then back to him.

"Uh, come again?"

"I, said, no!"

Diesel 10's condescending smile quickly faded to a furious frown. He stormed over to Thomas, stomping his feet across the courtyard until they were face to face, Thomas never alluded his bravery, nor did Diesel 10 take his sharp glaring eyes off his.

"What did you say?"

Thomas wasn't scared of Diesel 10. Not this time. With all of his friends in danger and how close they were to saving Lady, he knew, now was the time. Both engines kept their sights on each other as Diesel 10 circled around Thomas until his back faced the school. The Engines and Girls just watched with worry, not knowing what Thomas was thinking.

"You're not gonna trap us in the Magic Railroad. You won't hurt my friends or destroy our worlds."

"Oh really? And why's that?"

Thomas inhaled through his nose. "Because you're better than this, Diesel 10. I said I still believe there's good in you, and I'm going to prove it. Right here, right now."

Diesel 10 groaned, "This again? Puffball, I'm, not, good! Even if I can, there's no going back to that good for nothing railway."

"Yes, there is. Maybe you have been or still are troublesome, but I've also seen you do great things. And it's those simple acts of good deeds that can bring out the best in anyone, even those who may not realize it themselves."

He waved his hand towards the others, more directly at Sunset.

"Sunset Shimmer was a rude and bossy bully who put others down and herself above all else. But now, she's one of the nicest people I've met. Do you know how she got that way? Sunset realized how wrong the person she used to be was. And when all that became clear, she decided to become a better person after seeing the harm she's done."

"Didn't you girls?"

Toby was about to ask until Edward taps his shoulder, indicating him to keep that little bit of information himself.

"All of Sunset's friends took her in, even after the things she did to them. And that's what I wanna to do with you, Diesel 10. I wanna help you rediscover and embrace that side of you and give you a second chance."

Diesel 10 stared with an inscrutable face. Now he knew why Thomas believed in him so diligently; why he's so determined to see him become a good engine. He began thinking about everything Thomas said.

"We all have room for our better selves to grow. We can express our better selves if given the right path. Sunset discovered that, and so can you. It's not too late for you to become a good diesel, and prove to everyone and Sir Topham Hatt you can still be really useful once again."

While staring at him with a blank expression, all he saw in Thomas was someone with a naïve, oblivious perspective. Everything just sounded like nonsense. It was when Thomas brought up Sodor and Sir Topham Hatt that made him grew crosser and crosser. He tapped Thomas' chest aggressively, which made him jolt back and grip his shoulder.

"Maybe this keeps flying past your head, Puffball, but this time I'm gonna lay it down straight. All of this nonsense about being good, our better selves and having second chances? It's all pointless, and never amounts to anything."

"You know that's not true," Thomas said.

"Oh, really? Well, unlike you, I actually know what I'm talking about. Besides, you know how Fatt Hatt treats his diesels. We have about as much of a place on Sodor as a goose in a chicken coop."

"He never once treated them as anything less. Diesels' have always had a place on Sir Topham Hatt's railway. And it's never been better now that we're all working together."

Diesel 10 shook and clutched his head while Thomas spoke, then waved his arms back.

"You're lying!"

"No, I'm not!"

"Then how come Fat Hatt had me sent away for trying to make Sodor a better place for the diesels? Hmm?!"

Thomas tilted his head. "Huh?"

"You heard me!" He said, through gritted teeth.

Diesel 10 still knew something Thomas and the others didn't, something he was sent away from the Island in the first place. They only knew he was no longer working on their railway anymore because of some trouble he caused. But for what reason? If he learned his lessons before, why did he still cause trouble? Though he was waiting to have everyone back on the Magic Railroad to reveal this, Diesel 10 decided now might as well be the time.

"I took it upon myself to make a fellow diesel or more feel useful to the railway. Yeah, I bent a couple of rules, being oppressed for too long will put you on that path. But his methods kept pushing us back. Fat Hatt decided I took it too far this time and sent me away after I was caught sabotaging and stealing for the good of all diesels."

"Got caught? You mean," Thomas was interrupted.

"Yes. I knew what I was doing. I knew it was wrong. But if my actions meant giving diesels a place to feel like we mattered, then I'd do anything, even destroy every last one of you. But those ungrateful diesels soon turned their backs on me once they found out what I did. I was sent away for trying to be useful!"

Everyone was surprised. They've never seen Diesel 10 act so sincere. Thomas was right, he did use to be good. Or at least, had good intentions. All he wanted was to help other diesels fit in, but he did so by malevolent means. They felt a new sense of empathy for him, but It didn't matter why he did it. A part of him still enjoyed the trouble he caused. Even now, he new drive to destroy every single one of them all, including his fellow diesels, still showed much more and without any remorse.

"So, there you go, Puffball. That's why you're wrong, why Fat Hatt sent me away, and why your stupid little crusade will only lead you to your doom. I never want to be good, because eventually the people you try and help will turn their backs on you. And hey, get this, that's not all there is to it. You wanna know the worst part about all this?"

Thomas shook his head.

"Well, too bad! Fat Hatt said no railway would ever take me in. So, there was only one place I could go where I wouldn't be a bother to his railway anymore."

He arched slowly in on Thomas, who leaned himself backwards away from Diesel 10 the closer he got.

"Your Fat Hatt, sent me away, to be SCRAPED!"

"Wh-wh-what?" Thomas stuttered.

"That's right!" Diesel 10 growled.

Thomas eyes widened along with everyone else's with each gasping quietly to themselves, horrified by this new discovery. Thomas didn't know what to say. He stared at the ground in disbelief.

"I was such a problem that the only way he saw fit to handle my nuisance was by sending me to the Sodor Ironworks, where I would've been torn apart piece by piece until nothing was left but my chassis. I ask you, what engine would ever drag themselves to such a fate?"

"That's, that's not true. It can't be."

"I'd say ask him yourself, but unfortunately he'll be the first one to go when we're done here."

Sir Topham Hatt, sending Diesel 10 away to be scrapped? How could he do such a thing? The worst Sir Topham Hatt as ever done to penalize an engine is send them to a different railway. He'd never scarp any engine as punishment. Diesel 10 has to be lying, but everything said so far sounded genuine. If he is telling the truth, then this explains their circumstances all too well. All of this is happening because of the Genie, but Diesel 10's involvement, his desire to destroy their railway again, was it all because of Sir Topham Hatt? Would he have never agreed to help the Genie if he wasn't sent for scrapped?

"Now you know why I couldn't leave!" Diesel 10 chuckled. "What do you have to say to that, Puffball? Fat Hatt isn't looking so good now, is he? Even if I was reformed, I wouldn't be allowed back to the Island with open arms and a warm welcome."

Thomas looked back at Diesel 10. Regardless if he's telling the truth or not, regardless if Diesel 10 had no interest in being good or returning to Sodor, he still had to try. He never stopped believing in a second chance for Diesel 10. And Finding out what he did or what almost became of him, it didn't diminish his determination or confidence. It only increased. Thomas had one more trick up his sleeve to help Diesel 10 choose a righteous path.

He pulled the whistle's string off from around his neck and held it out in front of him.

"What's this?"

"Mr. Conductor's whistle."

Diesel 10 examined it curiously.

"Twinkle Toes?" He smirked. "Finally bit the dust, did he?"

Thomas reserved his anger. "Inside is enough Gold Dust to fix Lady's memory, as well as restore her powers again."

Diesel 10 beamed eagerly. He reached over to grab the whistle from him but Thomas yanked it away. He kept trying to take it until Thomas spoke up.

"Just listen! I'm willing to give you this whistle, Diesel 10."

"What?!" Everyone shouted.

"But first, you have to hear me out."

"Ugh, have you gone insane, Thomas?!" Gordon said.

"Don't give it to him!" Spike said. "We need it to save Lady!"

Nobody knew what Thomas was playing at. Why did he say he'll give him the whistle? Thomas signified them to trust him. Diesel 10 looked at everyone also then back at Thomas. If he says he'll hand over the whistle, perhaps it was worth hearing what he had to say, even if it was pointless. In light of Thomas' possession, he now wanted that whistle for himself. Holding back his desires, Diesel 10 crossed his arms and stared sharply at Thomas.

"I'm listening."

Thomas smiled. Then told him his proposition.

"All we have to do is return these Sparkles to Lady. Once she's fully powered again, she can undo all the damage done and help us defeat the Genie."

"And?" He asked, raising a brow.

"If I give you this whistle, you can help us bring it to Lady, and we can take her back to the Magic Railroad together. When everything's normal again, Sir Topham Hatt will know what you did and finally see what a really useful engine you are. Everything that you've done in the past wont matter anymore, because you'll have saved all of Sodor. Including the diesels."

Diesel 10 didn't say anything. His eyes half closed and fixated on Thomas. Diesel 10 stood and pondered over everything Thomas said. The Engines and Girls waited with anticipation. Will he take the offer? Will he help them? He did think over it for a while, almost considering it even, until he gave him an answer.

"…No," He said, bluntly.

"Huh?"

"Not gonna happen, Puffball."

"But, but. You can save both our worlds. You'll save everyone and even earn your place back on Sodor. You don't have to be evil anymore, Diesel 10. You'll be a hero."

He glared at him. "Being bad, is the only thing I know. It's all I'm good at. I didn't fully realize this until I hid myself at the Dieselworks. That's when I learned a very important lesson; Engines like me will never have a place in any world. Not if we're resorted to do bad things in order to fit in. And if I have no where to belong, why should any of you?"

Thomas felt sorry for Diesel 10, despite showing a little fear as he continued his rant.

Diesel 10 hugged left arm. "You know what the funny thing about everything you're saying is? I really did think my actions would amount to something. But now, that drive is long gone. Now there's nothing good left in this world for me. And when I have the lost engine's magic, there won't be anything left for you either."

"I don't believe that, Diesel 10. And I don't think you do either. Sodor is where you belong. There's still a chance for you. And this," Thomas held the whistle up to his face, "This, is that chance."

Everyone looked at Thomas nervously. Diesel 10 panned away with his arms crossed. He was trying very hard to convince Diesel 10. Why does he keep denying these chances? He does know it'll put him on a path to becoming a better engine, right? Thomas thought. Is he willingly choosing to refuse their offer in favor of being evil?

"My mind is already made up, Thomas," He said, looking back at him. "Now, I still have a job to do. If you don't give me that whistle right now, I'll be more than happy to pry it from you."

Thomas held the whistle tightly. "The only way you're getting this whistle from me is by agreeing to save our home. You think being bad is all you know. Why don't you prove yourself wrong by taking this whistle to Lady? Either way, I'm not going anywhere until you accept my offer. The choice is yours, Diesel 10."

Diesel 10's arms fell to his side as he stared down Thomas. None of them said or did anything. The school campus became a barren wasteland of silence. The clouds grew darker and floated over head with a booming thunder rolling in. Sunset, Percy, Twilight, and all their friends watched in suspense. They were shivering with concern and fear weighed on their shoulders. Even Splatter & Dodge were curious to see what their boss will do, secretly hoping he would tag along so they wouldn't have to turn against their new friends again. Thomas and Diesel 10 continued staring at each other as the wind blew past and brushed against their hair, jacket, and sweater.

Diesel 10's head was filled with too many thoughts. Should he return Lady back to Sodor in hopes of saving his former home and have Sir Topham Hatt take him in? Does he even want to go back? Does Diesel 10 like being bad, or did circumstances force him to do bad things? Were his methods in the wrong? Was he just being impatient like he always is? Maybe his fanaticism did lead him on the wrong course. Maybe his own actions were the cause of getting himself in trouble and sent away. They may have been selfless, but his ideas of being really useful was sabotaging steam engines under an oblivious perception that all diesels were not treated fair.

Even so, he's done nothing but display enjoyment in being bad. But was he just doing or saying these things just because he enjoyed doing so? It was hardly a reason to act so malevolent. Did what happen on Sodor really force Diesel 10 back to his old ways? If this was the case, why would he help Thomas or anyone on Sir Topham Hatt's railway? Perhaps he wasn't made to be good. But maybe this path will give him a chance to be. Maybe he'll change for the better by doing what's right. Then again, how long will it be before he decides to go back and cause even more trouble when something doesn't go his way? This was his only way of finding out, the only answer to all the thoughts flooding his head.

One thing's for sure, Diesel 10 decided on his response, as he let out a heavy sigh.

"Very well."

Percy and Sunset Shimmer looked each other in disbelief. Everyone else does the same, all with jaws dropping. Is he really going to help them save Lady now? Thomas beamed with pure happiness. It worked. He actually helped Diesel 10 chose a righteous path. Now Lady will be saved, the Genie will be overwhelmed, and Sodor and Canterlot High will be saved.

* * *

But then, out of nowhere, Pinchy lunged forward and latched onto the right shoulder sleeve of Thomas' sweater. With no idea what's going on, Thomas struggled to break free while grabbing onto the arm as it slowly began raising him.

"W-what? Hey! Let, Me, Go!"

Diesel 10 didn't react. His widened eyes followed him, watching Pinchy lift Thomas up to his sights. His grin grew bigger and bigger with his gritted teeth visible on his crazed smile. Everyone stood on the sidelines, horrified while watching a grunting Thomas trying to free himself from Pinchy's grasp to no avail.

"Stop it!" He cried. "DIESEL!"

Once he was at eye level, Thomas gazed fearfully into Diesel 10's delirious stare. He brought him in closer, face to face, never letting loose a single blink. Then, as Diesel 10 then shifted to his right, Pinchy threw Thomas away, tearing off a piece of his sweater. Thomas flew across the courtyard and landed with a tuck and roll onto the ground until he laid on his stomach. He balanced himself on his arms while struggling to get up.

Everyone called out to Thomas ran over to inspect him. Thomas knelt up and stretched his arm out in his friend's direction, gesturing them to stay where they were and not get involved. Everybody stopped in their place. Their hearts raced and anxiety rose. They were absolutely terrified for Thomas. He was still persistent to reason with him. He didn't want them to drive him off just yet. And so, they complied, but the Girls and Engines all knew they had to do something, even if Thomas told them not to. Diesel 10 was going to tear him apart until he has the magic whistle!

"How long I've waited to do that," Diesel 10 said, approaching him slowly.

Thomas got back up on his feet.

"The offer is still there. What's it going to be?"

Diesel 10 stood in front of Thomas and glared at him ferociously.

Pinchy latched onto the collar of Thomas' shirt. The claw swung him above Diesel 10, over his head, then slammed him back on the ground with a rough thud on his back. Pinchy let's go and tears away the collar off his shirt as Thomas rolls over on his stomach. The claw then grabbed the hood of his hoodie. Thomas gasped as the force of Pinchy's heft lifted him so high it sent him flying above Diesel 10. He began laughing as Thomas fell back down screaming. Pinchy grabbed his hood again only to have it completely tear off from the rest of the sweater upon catching Thomas. Diesel 10's over joyed maniacal laughter grew louder as he posed with his arms waved out while Thomas laid motionless on the ground and shreds of his clothes hung off Pinchy's jaw. Sunset, Percy, all of his friends couldn't bare it. Diesel 10 kept tearing apart the new clothes Rarity bought Thomas when they first met. If this keeps up, he'll completely rip him to shreds. Thomas tried to army crawled away but felt another tug at his leg. Pinchy latched onto the sleeve of his pants and dragged him across the ground. Thomas tried pulling himself forward but Pinchy was much too strong. Ripping off a piece of fabric, the claw threw him all the way over to the foot of the concrete steps that led into the school building. He rolled across until finally stopping and laid on his stomach. Thomas tried getting up but was so beaten and battered that he barely had strength to support himself. And so, he fell back on his stomach.

"No!"

Percy ran over to Thomas with Sunset Shimmer chasing after him. He knelt down next to his friend and tried shaking him awake.

"Thomas?! Thomas! Wake up!"

Diesel 10 laughed as he approached the two engines. But just then, something tugged on his claw and a sudden weight pulled him back. Sunset Shimmer had jumped onto and grabbed hold of Pinchy's arm, causing Diesel 10 to tumble over and almost lose his balance. Her arms and legs remained crossed over the mechanical arm as it tried vigorously to shake her off. Diesel 10 growled all while he balanced himself again after nearly getting shaken up by Sunset and Pinchy flipping about. The arm shook so much that Sunset's legs lost their hold. She still held onto Pinchy as it veered and swung continuously until eventually the claw shook her up and Sunset loses her grip. Pinchy threw her over to Thomas and Percy, rolling against the ground and stopping right beside Thomas, who now started regaining consciousness.

"Percy? Sunset?" He said, feebly.

Sunset got up on one knee and platted Thomas' head for reassurance before getting back on her feet again. Diesel 10 smiled still as he approached Sunset Shimmer. He stood over her and stared down at Sunset glaring fiercely at him.

"I suppose appetizers will do Pinchy just until the main course."

Thomas and Percy gazed fearfully at Diesel 10. The other engines couldn't do anything except watch helplessly from across campus. Twilight and the others, however, all looked at each other and nodded. Sunset leaned down and crouched next to Thomas and Percy.

"Nighty night, Puffball!" Diesel 10 grinned.

Ready to pounce, Pinchy rose up and aimed at the three friends. Sunset and Percy covered Thomas, bracing for their attack. With a strong, hungry lunge, Pinchy reaches forward with its gaping jaw about to snatch them all.

Instead of striking any of them, the claw hits a transparent, diamond facet shield surrounding Thomas, Percy and Sunset Shimmer in a large dome shaped lid, causing Pinchy to bounce off on impact. Realizing nothing's happened and noticing the diamond dome covering them in it's bright sparkly gleam, Sunset, Thomas and Percy looked over and saw a ponied-up Rarity using her Geode magic to shield her friends. Diesel 10 was baffled at first. He then started slamming the shield repeatedly with both his arms, growing more and more frustrated with each bash and bang. Thomas sat up with Sunset and Percy as they all huddled together while listening to Diesel 10's fist deflecting off the shield. Eventually getting tired of hitting, Pinchy rose up again and glowed in a golden aura.

As it was about to break through the shield, a purple aura surrounds the entire arm from jaw to strap and prevented it from moving. A ponied-up Twilight Sparkle held onto her Geode locket and stretched out her left hand, which also glowed in a purple light. Diesel 10 felt himself being dragged back by the force of her telekinetic pull. He managed to obstruct her powers, however, by placing his feet firmly on the ground while Pinchy's jaw glowed in its golden aura underneath the purple energy and broke free from a good chunk of her magic. Only the mechanical arm section remained covered in purple. Thinking quickly, Twilight swings her left hand back with a strong wave of her arm and flung Diesel 10 onto his stomach.

He tired getting up, but a streak of blue and rainbow zoomed past him, knocking him back down on all fours again. Hanging off against the east building, a ponied-up Rainbow Dash soared back with her Pegasus wings and flew past Diesel 10 while bumping him from side to side while zooming over onto the left side of the building and back again. She sped past him back and forth so fast and threw him about many times. Blue and rainbow streaks flashed by Diesel 10 again, and again, and again. Eventually Rainbow Dash stopped, leaving Diesel 10 impaired and panting with confusion. Shaking his head, he looks back and sees Thomas and his friends still protected by Rarity's diamond shield. Furious, Diesel 10 charged over while yelling in frustration. Pinchy lunged forward with it's gaping jaw as well.

The three friends flinched until a ponied-up Applejack steps in and grabbed Pinchy by the jaw, holding onto its sharp, jagged teeth with both hands. He couldn't get her to budge at all, and Pinchy couldn't close or open their jaw. Diesel 10 forced Pinchy forward but Applejack's strength was nothing compared to theirs. He kept pushing, grunting and growling as he pressed onward. Pinchy's gold aura began weakening Applejack's power and caused her to step back an inch. She couldn't keep the jaw steady from shutting much longer. The claw was inches away from chipping her face. Instinctively, Applejack let's go and moves out of the way before it took a bite out of her. She held onto the mechanical arm and begins twirling around on a single heel. With Diesel 10 attached, he too found himself spinning in a continuous motion. Building up enough momentum, Applejack lets go of the arm and hurls Diesel 10 across the courtyard.

Diesel 10 rolled then slid on all fours against the rough ground with Pinchy digging deep into the pavement, causing a mass production of sparks to fly off in its wake with an ear-piercing screech and its teeth dragging on the concrete. Coming to a stop, Diesel 10 looked up with fiery eyes and gritted teeth. He has had enough of these girls. But it only got worse, and weirder for him. A ponied-up Pinkie Pie hopped and bounced past and around Diesel 10, humming happily to herself while holding a cup full of sprinkles and tossing out handfuls everywhere all over him. Confused but steaming with rage, Diesel 10 focuses Pinchy on Pinkie Pie, who simply continues hoping and bouncing away from each strike. She jumps over him, behind, in front of, and basically anywhere Pinchy tried grabbing her before jumping away on time. Landing back down, Pinkie Pie stood while Pinchy snatches her left side, right side, and above her head with each munch and clashing metal teeth. But each time she managed to dodge every single strike, all with a smile on her face and taunting him doing so.

"Miss Me! Miss Me! Miss Me!"

Pinkie Pie bounces up high right as Pinchy pounces her feet. She reappears and hung upside down in front of Diesel 10's befuddled face.

"Now You Have To Kiss Me!" She said, before blowing a raspberry.

Diesel 10 grunts angrily as he tried grabbing Pinkie but misses. Pinkie Pie rose back up again and left behind more sprinkles, which land delicately on his palms. Diesel 10 raised a brow. The sprinkles in his hands began vibrating and glowed a bright pink. He looked all around and saw he was completely covered and surrounded by an immense collection, also beginning to glow a pink light and shaking excitedly. Before he could figure out what was going on, the sprinkles exploded in a thick, pink cloud of smoke. When the cloud cleared, a battered and weary Diesel 10 sat there on his knees, teetering and leaning back and forth. Diesel 10 was completely charred in black, powdery residue from head to toe. The ground beneath him was also covered by a blast radius of ash. Finally overwhelmed, he falls with thud on his stomach.

Rainbow Dash flew over to Dodge and grabbed Fluttershy's Geode from him.

"Fluttershy!" She yelled, throwing the locket over to her.

Fluttershy catches her locket and hesitantly tapped into it's magic. Diesel 10 get's up on his fours, coughing out bits of ash clouds. Just then, a white stain plats onto the left shoulder sleeve of his jacket. Befuddled, Diesel 10 turns over while sitting on his rear and looks towards the Wondercolt Statue. Gathered by the base was a large collection of animals. A family of raccoons, squirrels, skunks, cats, a large bear, two moose, pigeons, owls and various birds stood and flew collectively near and around the statue. He stared perplexedly at the various animals, wondering what they're all doing here and why there's so many of them? They begin to growl, chirp, roar, snort, and brush the ground with their feet while shooting angry looks. Angel Bunny hops in front of the pack of animals, glared at Diesel 10 and lodged his fist into his palm twice. Then it all clicked together.

"…Oh."

Before he knew it, Diesel 10 was being chased by the pack of wild animals. He ran backwards and forthwards, screaming across the courtyard with birds flying over is head and pecking at his hair. The bear and moose continued charging. Some squirrels and raccoons cling to and hung off of his jacket.

"Pinchy! Pinchy please don't let them get me," He quivered.

Henry, Fluttershy, the rest of the Girls and Engines watched while smiling and chuckling at Diesel 10 being chased by the pack of animals.

"No, not the face. Not the face! Ahhh!"

Splatter & Dodge chortled quietly to themselves too, but it was short lived.

"Splodge! Get over here now and get these rodents off me!"

The two ran over and chased after Diesel 10 as the animals led them down the street and away from the school.

"Oh, and, um, don't hurt them too much," Fluttershy said.

Then her and Henry both giggled together. But with the excitement was all over, Sunset Shimmer inspected a beaten and worn out Thomas, laying on his stomach again and groaning in pain. Her and Percy look at each other, knowing they should've stepped in when they could've, instead of doing what Thomas ordered and give him more time for Diesel 10 to take his second chance; one that he completely blew out of the water. She wrapped his arm around her shoulder and brought Thomas back on his feet.

"You guys keep them away from Lady. We'll be right back."

The Girls and Engines watched her and Thomas take off, limping across the courtyard and down the side walk. Where was she taking him?

"Wait, Sunset!" Twilight called. "What about the whistle?!"

Sunset payed no attention. She was too determined in getting Thomas away from the school. She had no trouble carrying Thomas as he was able to steady his stance and keep up with her. Though they managed to drive Diesel 10 off for now, he'll be back again, angrier and more set on stealing the magic whistle. Sunset had to get him away from Diesel 10 as far as possible, and dragged Thomas all the way back to her house.

* * *

 **To Be Continued.**


	32. Chapter 31: Who Are You?

**[Please read notes regarding this chapter after reading.]**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 31: Who Are You?**

Sunset Shimmer barged through the door as her and Thomas limped into the living room of her house. She sat down a groaning Thomas gently on the couch and inspected him all over. A few bruises and barely visible cuts where all she could make out. He may have made it out with a few minor marks, but it didn't leave him unscathed. His clothes were ripped to shreds with sleeves dangling off and the hood of his sweater missing. Teeth marks were shown from his shirt's torn collar, pants sleeves, and other random spots on his sweater.

Diesel 10 did a number on him after Thomas tried convincing him to help bring Lady back to the Magic Railroad. But his hatred towards everyone on Sodor was too strong, along with his self-appointed decision to stay the evil diesel engine everybody says he is. Thomas still wouldn't give up on him. And as a result, Diesel 10 nearly tore him up to get Mr. Conductor's magic whistle.

Sunset left to fetch a few things then met with Thomas by the couch again. She places a couple of rags, a bottle of peroxide, a small bowl of ice and a set of clothes on the coffee table. Sunset started by taking a rag, folds it up, pressed it against the peroxide bottle to pour some onto it. She turns and crouches down in front of Thomas.

"This may hurt a little," She advised.

She reached over to a cut on his shoulder, visible through a sleeve that was no longer attached. Sunset gently taps it before pulling away so Thomas could grab his shoulder and suck air through his teeth. After relieving some pain, Sunset moved his arm away and tapped his shoulder again. It was still a little painful at first, but Thomas finished wincing and allowed her to treat the rest of his cuts. She ragged any visible marks and used the other end of the rag to wipe off some smudges on Thomas' face. Next, Sunset grabbed another rag, placed tiny ice cubes in it, then wrapped and tied a knot around them. She hands it to Thomas and instructed which areas to apply it. Thomas holds the bag of ice on his left upper arm.

"That should do for now," She said.

Thomas hugged his arms while staring down at the floor, looking very distressed. Why did Diesel 10 not want to save Sodor? He knew Diesel 10 was sent away for scrap, but Thomas thought all would be forgiven if he offered him a chance to save Lady. The state of the Magic Railroad, Lady's memories, and his reputation. All would've been forgiven had he aided in fixing it all. But Diesel 10 was more obsessed with destroying everything he believed wronged him. How could someone be aware of the wrong they're doing and not want to make themselves better by redeeming their actions?

Sunset knew how much Thomas wanted to save Diesel 10; to have him back on Sodor where he can be a really useful engine again. Sunset felt hypocritical for disagreeing with him, seeing how she once stooped to his level once before. So, she tried siding with Thomas and his pursuit to redeem Diesel 10 despite doubts from her's and Thomas' friends. The Magic of Friendship has always worked in the past. So why didn't it work with Diesel 10? Maybe he really was too far gone. It was clear to her that Diesel 10 may have been the wrong engine to try and offer a second chance. And perhaps most of all, a hand in friendship.

Sunset breathed a heavy sigh.

"Thomas. Don't ever do that again," she said, perturbed.

He looked at her with wide eyes then back down at the floor, feeling miserable. Thomas shut his eyes, and pressed his forehead gently on Sunset's. She didn't react or object. She shuts her eyes as well. Neither of them said or did anything for a while. Eventually, Sunset shifted back to the table. She grabbed and held out a set of clothes in her hands.

Thomas saw and recognized them instantly. It was the same set of clothes he wore when he first came through the portal. The blue and white jersey with a prominent yellow number one sewn on the front with red stitching fabric. His sky-blue zipper sweater with red on the inside of the hood. Blue trousers and grey converse with red laces and design. They were folded up and neatly stacked with his shoes placed at the very top.

"Rarity wanted me to donate these. But I figured I'd keep them just in case, well, you know."

Thomas examined his current attire, reminding himself of the dark shadow that would knock him unconscious and tear away his being. Sunset hung her head.

"I'm so sorry, Thomas. I know how much," Sunset stopped herself.

Something came to mind. Something she forgot to tell Thomas nights ago. But, was this really the right time to bring it up? He more than deserves to know, he always has. Seeing him so torn up about Diesel 10 made her want to help Thomas feel better somehow, to retain that hope in people's ability to change for the better no matter their past actions. She glumly placed Thomas' clothes back on the table. Plucking up courage, Sunset revealed important details about her past.

"I was the one who stole Princess Twilight's crown."

It took Thomas a few seconds to catch what she just said. When it did, his eyes widened in shock. Sunset's head continued to hang low.

"I, wanted to use its power to rule Equestria. So, I stole her crown, the crown containing the Element of Magic, and used it on myself to enslave the entire school for my own personal army."

Thomas hugged himself even tighter.

"I don't feel good."

Sunset looked at him worried. Poor Thomas couldn't comprehend everything that just happened earlier and what went wrong. And now, he's discovered even more details about Sunset's past that only added to his confusion. She really has done horrible things. But how was she able to come to her senses afterwards? Could it have been Princess Twilight and her friends? What did they have to do with her redemption?

"I meant to tell you the night when we talked about my past, but... I don't know. I didn't want to open even more old wounds."

Thomas didn't have a response, losing himself in his own thoughts with even more details blurring his mind.

"There's just some people you can't change; who don't want to change. I was almost too far gone by that point." Sunset didn't want to say anymore.

"But you changed though," Thomas said.

"I know."

"Even the others helped you after,"

"I know." She sighed, "It's just, not the same."

"How is it not the same?!" He asked, growing a bit frustrated. "Your case is exactly like his now more than it ever was."

"Thomas-"

"Why isn't he helping us save Lady?!" He waved the Magic Whistle out in front of her, "This should've stopped him from going after her!"

She had no idea how to explain in a way Thomas could understand. He truly believed Diesel 10 would realize his evil ways and put an end to his schemes. But it was just as Diesel 10 said there was nothing good left for him to go back to. He believed in this more than he did doing what was right. All he really wants now is for everything to be destroyed. Thomas couldn't fathom why someone would do such horrible acts. Maybe the diesel engine he thought was good really was just an act to fit in. Was his and the other diesel's mistreatment on Sodor really that bad?

Sunset felt she said too much, seeing Thomas appear more troubled and conflicted than ever. She got up and headed to the kitchen to fetch a bottle of orange juice and placed it on the table. Thomas laid himself down on the couch and rested his head on the arm rest. Sunset knelt down in front of him again. She wanted to change the subject to avoid making Thomas more upset.

"Look, I know this may not be an appropriate time right now, but maybe it'll get your mind off the subject. So, you mind if I ask a question?"

He looked at her curiously.

"I think I'm close to figuring out the Genie's identity. Can I use my Geode to see your thoughts? Maybe watching what you saw will give us the answer we're looking for."

Thomas allowed her to and held out his arm for her to hold. Her eyes turn a snow white as they peer into Thomas' thoughts. She sees him and the Genie both talking about Diesel 10. Then sees him using his power to convince Thomas into becoming his friend. She paid attention to how he talked, how he moved, his mannerisms, anything remotely distinguishable. Sunset let's go.

"Well?" Thomas asked.

She shook her head. The disadvantage for Sunset, while she's studied every possible magic spell and abilities, she never got around to learning about mystic legends about the kingdom. Even if she could name most of them, only a name alone can really identify who they're really up against. Sunset then got up again and walked over to the front door. She grabbed her satchel and hanged it over her shoulder.

"I'm gonna run to the pharmacy real quick."

"What if the Genie shows up again?" Thomas asked, raising his head up.

Sunset stopped inches from heading out the door. She hadn't thought about the Genie showing up again. If Thomas is left alone, he could appear and try to persuade him like he did last time. Shifting back with worry, Sunset and Thomas look at each other, wondering what they should do. He can't go with her just yet, but Sunset needed to fetch more supplies.

"I won't be gone long. If he does show up, we can count on him not hurting you at least. Just don't fall for anything he says."

Thomas laid his head back on the arm rest and stared at the floor nervously. Sunset turned back and heads out, closing the door behind and leaving Thomas alone in her house.

* * *

Thomas laid on the couch for a good few minutes before sitting up. He took the bottle of orange juice and had a few sips. It made him feel a bit better, but not much. Then he stands, takes his old clothes from the coffee table and walked towards the door leading up to Sunset's bedroom. Afterwards, Thomas walked out of her bathroom sporting his original attire once again. It felt strangely odd wearing these clothes again. He only wore them for a fairly short period. The materials were very different from the clothes Rarity bought him. He liked having the prominent, yellow number one shirt on again though and stopped caring about the difference. Although, he was still upset that the nice clothes she bought him were completely torn to shreds now.

All was quiet in Sunset's room. Thomas sat down on a couch facing another TV screen and buried his face in his palms.

He still couldn't quite comprehend what Diesel 10 said, what he did, and what happened to him. There had to be something, anything, that can open his eyes to see the wrong he's doing. But that was the problem, Diesel 10 is fully aware of his actions, and takes more pride in them than he would be doing something beneficial like saving Lady. It was all he's good at.

Then, within a blink of an eye, the floor of Sunset's bedroom became covered in sand. Rippling waves dashed against the sand inches away from where Thomas sat. Far out in front of him was a large body of jewel blue water. The entire bedroom was now a beach side lagoon. Everything felt and looked exactly like he was really outside. The warm sun shined down, the sand was warm and soft like silk, and squabbling seagulls flew overhead, gliding against the cool wind breezing past the bright green trees behind him. He gets up and darts around the beach alarmed. Thomas then looked out onto the horizon and sees a colossal wave soaring along the water with surf music playing out of nowhere.

There, surfing on the wild wave was the Genie dressed in a Hawaiian shirt, shorts, and sporting tinted sunglasses.

"Oh, hello again, Thomas!" He called, tilting up his shades and waving. "Enjoying the sun?"

Thomas rubbed his eyes, thinking this was all an illusion. But if the Genie was here, this truly must be his work. The Genie lost his balance on the surfboard. With a teetering and swing, he flew off his board and splashed into the giant wave while his surfboard went flying out and washed up along the shore inches from Thomas. Just then, a Volleyball net appeared above Thomas. The Genie flashed right beside him and holds out a Volleyball.

"Care for a little game of Volleyball?"

Five copies of himself appear and dispersed all around the net.

The Genie threw the ball up in the air. He jumped and smacked it over the net. The ball landed on the ground just as two of his copies slid across the sand to try and hit it back over. The Genie cheered and celebrated his pitch with a few dances and spot lights shining down on him. An unamused Thomas sat back on the couch and crossed his arms.

"What do you want now?"

"Just test running one of many daily activates for us to partake in when the Island of Sodor is mine. Now, I'd personally prefer a little more disorder. Perhaps a flaming fireball over a pool of quicksand would make this game more exciting."

The Genie then takes a hand full of the sand and begins consuming it.

"Why are you eating the sand?" Thomas arched a disguised brow.

"It's not sand. It's brown sugar. See?"

He shoves a handful into Thomas' mouth. Thankfully it was actually brown sugar, but Thomas still coughed it out and glared at the Genie. He was not having it anymore.

"Stop! I'm not in the mood, Genie."

The Surfing music cuts off. They appear back in Sunsets bedroom in a flashing light after the Genie snaps his fingers. He flashed back into his original clothes and leaned in close to Thomas, hovering in the air by his face while laying on his stomach and crossing his arms.

"Aw, what's the matter, buddy? Come on. You can tell me. We are best friends after all, aren't we?"

"No, we're not. I know why you wanna be my best friend. You just need an engine to run the Magic Railroad."

"Why that's not true all. If I'm going to be Sodor's new ruler, I'd like to have a close friend to make it worth taking over. And who better to call my 'Sodor' best friend than mister number one himself?"

"Well you can forget it. I'm not gonna be your best friend. And I'm not letting you rule Sodor."

"Oh, come now. Don't I make a dashingly entertaining overlord? I mean look what I can do," A flashing light causes a coconut cup to appear in his hands. "You're telling me this isn't your idea of fun? Oh, silly me. You are a talking train. Your idea of 'fun' is pulling cargo or something."

He takes a purposefully loud sip of his coconut milk through the straw. Thomas simply watched with a bit of annoyance. Then a flashing light causes the coconut to disappear.

"No worries. I'll simply make it so that you'll retain your currant appearances. That'll be easier to participate in whatever I decree. You know, whenever you're not flying off the rails or crashing into things and what not."

"Why do you even want to take over our Island anyway? Isn't there a bunch of other places you can use your magic?"

"There was," The Genie said with narrow eyes, darting around the floor before continuing. "Besides, Sodor is way easier to take over. True, I could take over a universe where plumbers jump on bricks, or a universe where planes and automobiles are really giant robots, or maybe a universe where a child can use their watch to transform into many different creatures. But do you know what they all have in common, Thomas? They actually stand a chance of oppressing my power. Where as Sodor, a land of mere talking trains, cannot."

The Genie hovered over to Thomas' right.

"No means of retaliation leaves an easy, breezy, little bitty world practically serving itself on a platter for the taking. That was until, you know, the Magic Railroad's reactivation."

Then he floated above and leaned down very close to Thomas' face.

"Now your world has a means to subjugate my abilities and that simply will not do. And It's because Sodor's so feeble that I'm putting in all this effort to grain control over it. Once I do, there'll be nothing nobody can do to stop me," He grinned.

Thomas stood and glared at the Genie.

"We are going to stop you. Me, my friends from Sodor and Canterlot High, we're gonna put an end to your attempts once and for all, with this!"

He then held out the magic whistle. The Genie zaps in front of Thomas and examines the silver whistle dangling from the chain wrapped around his hand. He knew all about this magic whistle, what's inside it, and what Thomas plans to do with it. Too see it up close concerned him a little, but not enough to visibly show it. Thomas smiled confidently. The Genie grinned back himself but with a meek smile. The two sat back down on the couch.

"Why don't we forget that pesky whistle for now and discuss what happened with Diesel 10 instead, hm?"

"How do you?"

Before he could ask, the Genie flicks both sides of his temple. His eyes pop out and appear beside Thomas turning left and right. Thomas slouched, still freaked out by his abilities but felt more depressed and not engaged enough to react the way he would by such oddness.

"Oh, right. Why do you wanna talk about that?"

His eyes appear back in his head. "Because he nearly tried to hurt you. And after I specifically told him not to. Which reminds me,"

The Genie snaps his fingers and with a flashing light, all the bruises, scuffs, and pain Thomas bared were now magically healed. Thomas felt livelier the second his pain went away, almost good as new again.

"As soon as I heard what happened I knew I had to step in. Now I'm here to make sure your ill attempts to make friends with Diesel 10 doesn't ruin anything."

Thomas looked over himself feeling better then ever, until a pressing realization came to his attention. How did the Genie heal him? Shouldn't his magic not work on anyone connected to the Gold Dust?

"Wait, you can use your magic on me now?!" He asked worrisome.

"Well doyee," he said with rolling eyes. "The Magic Railroad is falling apart, remember? The more magic it loses, the more you'll soon lose your connection to it. Allowing me to just barely slip in my own magic."

He reclines back on the couch with his arms resting behind his head and one knee placed on top of the other.

"Yeup. slowly but surely, I can do whatever I want with you all, regardless of whoever's running that retched Railway. How else is your island still afloat even with Diesel 10's corruption tearing it apart?"

"W-what do you mean?"

"While you were away on your sparkle quest, I've been busy undoing all the damage being done to Sodor." The Genie snapped his fingers. "Still am too. Who knew one diesel engine can leave such a negative impact on one ginormous, highly populated universe."

The Genie's been using his magic to keep the Magic Railroad's corruption from destroying everyone and everything on Sodor. He really doesn't want to abolish Sodor after all, only Diesel 10 did. Regardless, Thomas wasn't going to let him take over his world. Although, he couldn't help but feel gratitude towards the Genie for actually keeping the Island of Sodor stable, even if it was until he found another engine to run the Magic Railroad in Lady's place.

"I believe the word you're refusing to say is, you're welcome," He smirked.

Concerned and afraid by everything he's heard, Thomas continued the conversation even when he didn't want to. Anything to get the Genie's thoughts off of gradually regaining the use of his magic on him and his friends would be a better topic.

Thomas slouched. "So, you really did tell him not to hurt us?"

"Yes," He nodded, sincerely. " I can't conquer Sodor if my kingdom has no inhabitants. You're all essential to my new world order and having that all wiped from existence is something I never obliged by."

"You do know he wants to destroy Sodor and take control of you right?"

He sat up. "Of course, I do. What do I look like; Someone who didn't see this coming? As explained, I simply need Diesel 10 because he could do the dirty work. But I knew from the start our alliance would be short lived. That left me with the problematic issue of stealing the Sparkles from Diesel 10 once he completes his task. But, since that whistle of yours can store all the power equivalent to Lady's..."

Thomas stared at him angrily and pulled the whistle back over his head and around his neck.

"Right, right, I'll just skip to the point," He said, sternly. "Thomas, stop trying to reform him."

"What?"

"Stop. Forcing. Diesel 10. To. Be. Good!" He said, zooming closer and closer to his face again then back away.

"I wasn't forcing him. I tried helping Diesel 10 because I believe he can become a better engine again."

The genie smacked and dragged his hand down his face. "Thomas. Diesel 10 is not 'good'. You've had plenty of evidence displaying this fact. Just Look what he's done to you."

Thomas shied away. "But, but… You see, Sunset Shimmer used to be bad too until she changed by realizing her mistakes. If someone like her can become good, I thought, maybe, so can Diesel 10."

He knew Thomas would use Sunset Shimmer to justify his reasons. When hearing about his belief in Diesel 10's redemption, followed by the fateful encounter with the diesel himself, the Genie thought up the murkiest scheme to deter Thomas' quest, one that will surly drive him apart from the others and delay him long enough for Lady's Gold Dust to be snagged from her possession. He knew Thomas wasn't going to stop believing in Diesel 10 despite everything. His whole driving force was Sunset's own redemption. Grinning deviously, the Genie began initiating his ploy. He interrupted and placed his finger over Thomas' mouth before he could speak another word.

"I'm going to stop you right there, Thomas. I understand where you're coming from. Believe me. But whatever person you think Sunset Shimmer is now, that isn't who she wants you to believe she is."

The Genie releases his finger to allow Thomas to talk.

"I know. She just told me all about," Thomas paused. "Wait. What do you mean Sunset isn't who she is?"

"Wellll… there's this one intsy, bisty, little bite size detail about her redemption you seem to be misunderstanding. Its importance is so crustal that it'll go against your whole view on Diesel 10 entirely."

Thomas raised an inquisitive brow. The Genie teleported and floated in front of Thomas with an intimidating stare. The Genie was about to show Thomas that Diesel 10 and his so-called best friend from Canterlot cannot be and are not actually good people at all.

"Simply put it, engines and ponies like Diesel 10 and Sunset Shimmer are not and can never be good. And I will not stand idly by while he mangles you about anymore."

While talking, Sunset's entire bedroom started rotating clockwise. All her belongings, furniture, everything else toppled and rolled with the room spinning slowly upside down, right side up, then back around again and starting over. Only the couch Thomas sat on and Ray's tank remained stationary. Thomas began to panic, watching everything in Sunset's room bash, crash, and tossed about with the revolving room; almost to the point where it nearly became nauseating to watch.

"It's time you open your eyes and saw the truth," The Genie continued. "Time to see how she really redeemed herself and why your silly assumptions are putting you on a course that was doomed to fail from the start. It's time you saw who the real Sunset Shimmer is."

* * *

Clouded within a flashing light, Thomas then found himself in the hallways of Canterlot High. Students were running down the halls excitedly. Some came running directly towards him. Thomas shuts his eyes and braced for impact only to feel nothing happen. Opening his eyes, he then saw Derpy running past him. And by running past him, she went straight through Thomas entirely like he wasn't there. Beyond freaked out, he felt himself around all over, seeing he was the only one who couldn't phase through himself. Was he just an astral projection? Is everything he's seeing just a figment of the past he wasn't physically inhabiting?

The Genie zapped beside Thomas with a smile and arms behind his back. Thomas shoots a suspicious brow. The two then followed the crowd leading them to the school lobby. Everyone gathered by the middle were a large monitor was displayed. And, standing in the middle of the whole crowd was Rarity. She was happily handing out blue and yellow pony ears and tails to everyone, asking them to vote for her as Princess of the Spring Fling. The screen slide showed images of Rarity and the contributions she promises if she wins the voter turn out. Thomas was happy to see his friend but was still wondering why the Genie brought him here.

Just then, the monitor's screen began showing static. Rarity and the other students look over it alarmed. Then, as the static ceases, a voice started talking over images of Rarity in slanderous images and video clips edited to make her look bad. The snide voice questioned everyone's vote for her with pictures displaying examples of Rarity putting in more effort to keep herself presentable than to get down and dirty, offering assistance to people for her own benefits, and embarrassing videos caught of her playing on repeat.

"That voice sound familiar?" The Genie asked, Thomas nudging his shoulder.

The slides and monologue continued as Thomas watches, knowing who that voice belonged to. The voice then went on slandering her taste in fashion with Images of Rarity wearing seemingly embarrassing or outdated clothing sliding by the screen. The videos may have been edited, but the photographs were all too real. Rarity gasped in horror while everybody pointed and laughed.

Slides then pop up of Sunset Shimmer edited to look more fabulous, helpful, and all around better than Rarity. Then a video of her face appears on the monitor, telling everyone that a vote for her is a vote for a true princess, to take the smart move and vote for Sunset Shimmer. Everyone cheered and began taking off their ears and pony tails, chucking them away as they left the lobby. With the lobby all clear of people, a distressed Rarity stood alone in a sea of pony ears and tails scattered everywhere on the floor.

The Genie points to Thomas' right. Thomas looks and sees Sunset Shimmer standing right beside him with her arms crossed and a sinister smirk displayed in its remorseless fashion. Sunset had on a different attire on than the one she wore in present time. She sported a leather jacket with a bedazzled collar, a purple shirt with a red and yellow shimmering sun on the front, an orange skirt with purple and yellow streaks, and black boots with purple design.

Rarity's eyes started watering up. Collapsing to her knees, she buried her face in her hands and began to cry. Sunset continued smiling and walked away with pride and a flick of her hair. Thomas went over to try and comfort a weeping Rarity, but not before the Genie zapped them to another area of the school and presumably another point in time from the past.

"I'm tired of this, Sunset," said a voice.

Thomas and the Genie look down the halls and see Sunset Shimmer again, along with a blue haired boy pacing back and forth. It was Flash Sentry, and he was not happy. Sunset didn't seem to care though as she kept checking her fingernails while he rambled on.

"Seriously, what's your deal? You're always putting others down, and picking on everyone, and telling us what to do all the time."

Sunset scoffed. "So, what? I can do whatever I want. These losers will do anything I tell them. Besides, since when do you care how I treat people?"

"It's becoming a problem, Sunset. I don't think you realize how bad it's getting."

"Whatever," she said, rolling her eyes and looking away.

Flash glared at her. Thomas didn't know what was going on but was concerned either way. Sunset walked slowly towards Flash.

"You don't tell me how to run my school. Nobody does. Especially not my boyfriend. So, I'd keep those comments to myself if I were you. Unless, you want your precious guitar taken away. Don't forget I know how much you longed to be a," Sunset sniggers, "'famous' rock musician. Wouldn't want to start all the way from scratch again, do we?"

"This isn't your school. It never was, and it never will be."

"Ugh, excuse me?!" She said, pressing him against a locker with her arm. "This _is_ my school! I rule CHS now! You can pretend that's not the case all you want, but it is. Everyone here has finally accepted it. And so, should you."

"What's gotten into you, Sunset?" Flash asked, now more genuinely concerned. "You didn't use to be like this."

She lets go. "Now that I'm close to having everything I've wanted, I can finally drop this miss goody two shoes act and show this school what I really have in store for them."

Thomas was confused. Did she meant using Twilight's crown like she told him?

Flash Sentry brushed off his shirt. "Yeah, well, you can leave me out of it. Because we're done here."

He takes off storming down the hallway.

"And what exactly is that suppose to mean?"

"I'm breaking up with you, Sunset. It's over between us!" He said, never looking back.

"What?!" She shouted. "You can't break up with me! Don't you know who I am? I will make your life miserable here, Flash Sentry. Just like I've done with the rest of these pathetic teenagers! And I haven't even gotten started yet."

Thomas shyly stares at the Genie. Considering how he was witnessing events that actually happened, he still wasn't falling for any of his tricks. Whatever the Genie set out to do so far wasn't working. Thomas knew all too well that this is just a figment of the past, and none of what he's seeing will carry over to the present. Sunset would now only look back on this day with disgrace. Knowing this, Thomas bravely talked back to the Genie.

"None of this means anything. Not to her. Not to anyone. She may have been lost then, but she's learned from her mistakes. All this shows me is that Sunset has never been better off as anything other than the person she is today. Leaving behind her old ways did more wonders for her than trying to take over that pony world."

Unamused, the Genie snapped his fingers again. After a flashing light fades, Thomas found himself standing alone in an empty space consisting of nothing but a cyan blue backdrop like void with abstract markings scattered about.

* * *

Then, like a barrage of scenes projected into his head, Thomas began witnessing Sunset commit all sorts of devious, horrendous, and terrible acts against her fellow students. Sabotaging parties, dances, and other recreational activates. Manipulating, threatening, and ordering others to do what she demands. Thomas tried not to watch but the scenes kept playing out right in front of him. Everywhere he turned, Sunset was doing something mean and wicked while her voice bellowed predominantly in his ears.

He tired running away from it. But Thomas couldn't gain any distance, like he was stuck running in one place. Sunset's actions zoomed pass and boomed all around him. There was no running from what she did, from the damage done, her constant pestering, and the cries and sobs of students following him everywhere. He tired tuning them out, but it was no use.

Thomas tripped and landed on his stomach. He leaned himself on his arms, and looks up to see Sunset Shimmer standing over and laughing down at him with crossed arms.

Two copies of her flashed right beside Sunset, then two more, and more, and more. Flashes of light completely surround Thomas, creating exponential amounts of copies. The clones circled all around him, laughing at a bewildered boy sitting on his knees and watching anxiously from the middle circle. Each echo of their conniving laugh reverberated all over the empty plain of existence. There were now too many Sunset Shimmer's to count by this point.

Thomas covered his ears. "Stop it!"

But they didn't. The piercing laughter grew louder and louder. Shielding his ears did next to nothing. If anything, the noise only increased. Hundreds of her spanned across far distances. It was too much for him to handle. He wanted them to stop, but they wouldn't. Thomas had to sit there and listen to their cackling.

"NO!"

Opening his eyes, he looks out sees Sunset's ginormous head chuckling a sinister cackle still and zooming closer and closer towards him. Thomas got up and tried running away again with Sunset's head tailing behind and her shadow completely overcasting him. He looks back and screamed before her mouth zoomed in close to Thomas and consumed him in total darkness.

* * *

Aghast, Thomas panned and searched his surroundings to find he was now outside on the CHS Courtyard. It was late at night, the stars sparkled in the purple sky and the air was cool with a pleasant breeze. Whatever he just went through, Thomas was glad it was finally over. The Genie zapped beside him as Thomas caught his breath again.

"Whatever it is you're doing is not gonna work, Genie! Even after everything I've seen, it's more ensuring that this is the same girl who took me into her home, whose helping me save my home, and who stood beside me not matter what happened!"

All the Genie did was pretend to yawn and check the time on his non-exciting watch.

"Sunset has changed. It doesn't matter what she was like before. So long as she's in the right place now, that's all that matters."

"You're right," He pretended to feel defeated. "I suppose my ill attempts to show you how horrid she really is, has failed. Oh! But wait! You haven't seen the best part yet."

In a flashing light, Thomas and the Genie sat on two luxurious theater seats floating above the school courtyard and getting the perfect view of the whole campus. Thomas was afraid to be this high up and sat rigidly on his seat. Looking down at what they were watching, he saw all of his Canterlot friends by the Wondercolt Statue, which now had a sculpture of a horse standing with hind legs on the top base.

The girls were all dressed in various evening dance gowns. Among them was someone he barely recognized at first. It was a girl who wore her violet hair down with purple and brilliant raspberry streaks. She was placing Spike on the ground while giving a speech and putting what looked like a shiny tiara on her head. 'Was this the Pony Twilight?' Thomas thought.

The tiara was in fact the artifact of the Elements of Harmony. It was light gold and angled horizontally with a magenta star-shaped gem in the center. Twilight and her friends were standing opposite of Sunset Shimmer holding a sledge hammer by the base, looking like she was about to destroy the portal leading to the pony world.

The Genie stretched his back and reclines. "Now, sit back and watch how well she's 'learning' from her mistakes."

Two soda cups and a bag of popcorn appear in his hands. He offers the bag to Thomas.

"Popcorn?"

Thomas didn't acknowledge. "Just you wait and see. Sunset Shimmer will come around and stop all this nonsense. And become the nice and friendly person that she really is."

"Eh, more for me then."

Sunset Shimmer then dropped her sledge hammer. Feeling relieved, the girls gather around Twilight Sparkle to congratulate and praise her bravery, much to Sunset's rage filled annoyance. And Just like that, Sunset lunged and tackled Twilight to the ground, knocking the crown off her head. The two struggled while reaching for the crown until Spike snatched it and runs off.

Thomas and the Genie watch the crown being passed and tossed around back and forth between each of the girls. Eventually, it ends up back into Sunset Shimmer's hands.

But as soon as she eagerly puts it on, something irregular started to happen. The gem flashed various dark and cerulean spots. Rings of dark arctic blue shower down Sunset Shimmer. Twilight and the girls watched in shock, along with the whole school who came out to investigate the commotion.

"Yes, yes, I think we know where this is going," The Genie said.

A television remote popped in his hand. The Genie Pressed a double arrow button to fast forward the whole transformation, stopping at just the right moment when Sunset discovers her new appearance.

Sunset Shimmer was now transformed into a She-Demon.

Chuckling with amazement, Sunset examined her powered up demon form. Her skin was a brilliant crimson color, the sclera of her eyes was black, her nose shortened, and her mouth more stretched out. Her attire now consisted of a flame-patterned frock and boots. She had a flame-like hair pattern, tattered bat-like wings, four clawed fingers, pointed jagged ears, sharp teeth with elongated fangs, forked tongue and a flame-like tail.

Thomas was completely shocked. He didn't know what to feel, but he felt awfully terrified of her demon appearance, and how fond she seemed of her new look so far.

"Hmm. Now when in her little story did she mention this occurring?" The Genie said, stroking his beard. "Interesting how a crown meant to spread harmony instead turns Sunset into this brilliantly horrific She-demon monstrosity! I wonder why that is? Surely it can't be the crown's doing. Perhaps it was one's heart filled with darkness that tampered with it."

Thomas didn't know how to respond. He was too stunned by her transformation to make sense of it.

"S-she did say her obsessions made her into a… monster."

"True. Now, do you think she meant it figuratively, or?"

Thomas didn't answer. Instead, he shyly went back to watching a demon Sunset begin her terror. The first use of her power was on two boys who'd been helping her retrieve the crown, transforming them into similar looking demons with wings, fangs, and flame patterned hair. The two demon turned boys corner Twilight and her friends.

The students all hid away in the school to get away from her. They were pressed against the glass door, watching Sunset approaching the entrance while monologuing.

"I've had to jump through so many hoops tonight just to get my hands on this crown," She said in a deepened voice. "And it really should have been mine all along."

"Oh, this is where it gets good!" The Genie nudged Thomas, excitedly.

Growling in frustration, Sunset then shrugged her shoulders and smiled.

"But let's let bygones be bygones. _I_ am your princess now, and you will be loyal... to _me_!"

Using the magic within the tiara, Sunset demolishes the entire front entrance of the school, chucking away the debris and flying inside while all the screaming students scatter in fear. She used her magic again to place a hypnotic trance on every single student, turning them into mindless, moaning zombies, including her ex-boyfriend Flash Sentry. Sunset orders the other two demons to round them up by the portal. She then turns to Twilight Sparkle and her friends.

"Spoiler alert: I was bluffing when I said I was going to destroy the portal. I don't want to rule this pathetic little high school. I want Equestria! And with my own little teenage army behind me, I am going to get it!"

"Why are you showing me all this?" He asked. "I already know she'll become good in the end. Weren't you listening at all to what I was saying earlier?"

"No. But that's aside the point. You still haven't seen _how_ this'll turn out. And fret not, I won't spoil the ending just yet."

"No, you're not!" Twilight Sparkle said.

"Oh, please!" Sunset said. "What exactly do you think you're going to do to stop me? I have magic, and you have _nothing_!"

"She has us," Rainbow Dash said.

Fluttershy, Rainbow Dash, Applejack, Pinkie Pie and Rarity all step up and gather around a gratified Twilight Sparkle. They bravely stood in a horizontal line ready to take on whatever Sunset would dish out.

"Gee, the gang really _is_ all back together again," Sunset laughed while wiping away a tear. "Now step aside! Twilight has tried to interfere with my plans one too many times already! She needs to be dealt with!"

A frightened Thomas was not liking the looks of this. Sunset conjured up a magical energy ball and throws it at them. The girls all huddled up to protect each other. Laughing to herself thinking she's taken out Twilight and her friends, she instead finds all of them covered in a magical pink aura. The five friends realized this as they circle around Twilight Sparkle.

Ecstatic, Twilight stands up to Sunset. "The magic contained in my Element was able to unite with those that helped create it!"

"Bore-ing!"

The Genie clicked his remote and fast forwards their transformations, gaining their pony ears, tails, and wings for the first time. He even fast forwards past a point where Twilight and the others collectively hold each others hand and levitate in the air in a heart shaped formation. Thomas tried to catch it all but the scene was going by so fast he almost couldn't keep up with it. Finally, the Genie let's the scene play out again.

"Pay close attention here, Thomas. In this scene, Twilight Sparkle is tapping into the crown's magic to serve its true purpose. Now you'll see the only way to really defeat a power crazed maniac once and for all."

"H-how's that?" He asked, nervously.

The Genie slipped a sinister chuckle. "By destroying the evil within. Completely!"

Thomas' head spins back to watch the whole scene unfold. A spiraling rainbow sprouts into the sky and shoots down another streak of rainbow directly towards Sunset. The streak lands by her feet as a rainbow tornado rapidly rotates around and building up past her head. The Rainbow Tornado completely consumes a frantic Sunset Shimmer. Little magical orbs shoot out from the top of the column.

"Here _and_ in Equestria, it is the only magic that can truly unite us all!"

"What magic?" Thomas asked.

All the fast forwards were confusing him. Smirking, the Genie fast forwards the scene again, passing the magical rainbow freeing all the students from their enchanted state. Thomas tried reaching for the remote in the Genie's hand but was held back by his palm placed over Thomas' and swinging his arms. The Genie snickered then lets the scene play again.

Twilight, her friends, and the whole school gathered around a giant crater where Sunset laid battered, defeated, and struggling to get up. Thomas stopped struggling when he noticed this, returned to and watch what happens next with a strange apprehension.

"You will _never_ rule in Equestria," Twilight said. "Any power you may have had in this world is gone. Tonight, you've shown everyone who you really are. You've shown them what is in your heart."

A weeping Sunset tilted her head up. Her pupils were wide and eyes poured a never-ending stream of tears.

"I-I'm sorry," She said, whimpering through her sob. "I'm so sorry. I didn't know there was another way."

Thomas' eyes were just as wide. His mouth hung open in total disbelief. He couldn't believe what he was seeing.

"W-what?"

The Genie smirked and snapped his fingers, transporting them back into Sunset's bedroom. Thomas just sat on the couch, looking at his trembling hands while trying to process it all. That couldn't have been real. It had to be the Genie's doing. But no matter how much he tried to deny it, Thomas knew all of it was true.

* * *

Through out the battle, Thomas was waiting for Sunset to realize her plan to conquer Equestria was wrong. For her to put a stop to her actions, and for Twilight or the others to offer a helping hand. But with the Genie skipping key scenes on purpose, and everything he remembered Sunset telling him about her redemption, it seemed more evident that Twilight and her friends instead used the Element of Magic to instill some kind of charm or spell on Sunset. Not only to defeat her and revert back to normal, but to also seemingly change Sunset's personally entirely, like she was no longer the bad girl she was seconds ago, but something entirely conceived through the Element of Magic.

Did Twilight and her friends really force Sunset into becoming a good person? 'Destroying the evil from within completely', by getting rid of all negative traits she displayed, traits that corrupted the magic crown to begin with and turned her into what was deep inside her heart. She surely didn't display any real indication of regret or hesitation prior to being shot by a rainbow tornado. Never did Sunset stop and think maybe she was spiraling down a path she couldn't come back from. A path that Twilight had to stop her from reaching by erasing all the evil within her, including her bad attitude.

The Genie knew he was leaving out an important element. But to prove his point, he left it out entirely, knowing it would give Thomas a better justification, and a new grasp on the type of magic the Elements contained. Thomas' quivering eyes stared back at him. His plan worked. Despite how pleased he was, the Genie remained sincere towards Thomas.

"Now you see what should've been present this whole time. Sunset Shimmer was never a good; not until Twilight Sparkle and her friends used the Element of Magic to change her. Despite who she is now, that isn't the real Sunset. It is only whatever the elements made her to be."

It was too much for Thomas to take in. Sunset realized her mistakes and sought change. That's what really happened. But everything he's been told, everything he saw, it didn't add up. Is she only acting off the whims of the Element's magic inflicted upon her? Is this what she meant, when Sunset said her friends helped her? By completely changing who she is, and not through her own interests to become a better person? Because she was so close to conquering Equestria, the Girls saw the only way to subdue Sunset was to strip her of her magic. She did become the person she is today. Sunset was given a second chance, but not by choice; not by seeing the light and a need for change. The others had forced Sunset into seeing her wrongs through magic.

"But... she said,"

"She said a lot of things. But she didn't see the need to explain because Sunset knew this is how you'd act. She knew you'd be even more mopey all because Diesel 10 will never, and I mean never, be redeemed. No, Thomas. The only way for anyone like Diesel 10 to truly change is by using the magic embedded in the Elements. Just, like, Sunset."

Thomas felt a small tear drip down his face. Thomas wanted Diesel 10 to become good on his own. He wanted him to have a chance at becoming a better engine again. But now, it seemed to be only a pipe dream.

"I just wanted to help him," Thomas stuttered. "No engine should ever have to feel that way. Especially with everything he's been through. It's just not right. It's not fair."

"So is forcing magic on other people."

"I-is that really the only way? Why can't everyone just be good? Couldn't they realize what they were doing on their own without magic influencing them? I just don't understand!"

Thomas gripped his head in frustration while trying to stifle his raining tears. The Genie sat down next to Thomas and patted his back.

"I know. I know. I'm sorry you had to learn about it this way. I'd rather she told you the whole thing herself. You wouldn't have gone out of your way then to help someone who clearly didn't want to be good."

Thomas tears stopped swelling. "I feel like such a silly engine."

His thoughts and feelings were a roller coaster of mixed emotions. Anger, sadness, betrayal, foolery, self doubt, distrust. Diesel 10 will never be good. And now Sunset Shimmer wasn't actually so good herself, only acting off the influence distilled by the Element of Magic.

The Genie sighed. He couldn't help but feel a bit sorry for Thomas even though this was the level of torment he intended to bring him down. A child like innocence such as his was hard to come by. Now his whole world was crashing down right in front of him. He got up and stood crouched down to Thomas while placing both hands on his shoulders.

"Now, Thomas. Will you stop trying to redeem Diesel 10 now? You have promise that you will. There's no excuse after this. It doesn't have to be for me, but for yourself and all your Sodor friends. So… will you?"

Thomas closed his eyes and nodded meekly, excepting defeat and coming to terms with Diesel 10 and Sunset Shimmer. There was no saving him. There wasn't any real good in her. He made his choice to remain evil. She never had a say in who she wanted to be. And there was nothing he could morally do to change any of it.

"Okay. That's good to hear," The Genie said, gently patting his shoulder. "I'll um, I'll leave you alone to your thoughts."

The Genie arched up and walked towards the large window facing the font from Sunset's house with arms behind his back. But before he could leave, Thomas gets up too. He still had one question to ask the Genie, one that's been on his and everyone's mind since they first learned of his involvement.

"Wait. Who are you, really? If you're not a real genie, then what are you suppose to be?"

The Genie stopped in his place. He shifted over and leered at Thomas with devious eyes with left side of his grin grew bigger and bigger.

* * *

Sunset Shimmer was leaving the pharmacy when suddenly her bag began vibrating. Opening her satchel, Sunset takes out her equestrian book now pulsating a glowing pink light from within. Finding a back alley, she runs over and leans herself against and sat near the wall. She rested the book on her knees then opens it. She was getting a message from Princess Twilight.

 _'Hey, Sunset! Any updates on Lady? Where you able to find more Gold Dust?'_

Sunset took out her pen and wrote back.

 _'Mission accomplished. Only we couldn't deliver it to her just yet. We've ran into a few bumps on the road.'_

She explained everything that happened after she got back and the condition Thomas is in. After exchanging concerns and urgencies, Sunset then brought up the Genie. Twilight insisted she explain more on what they learned about him. She does so, writing down every detail this time. There was a long pause. Twilight didn't respond for a while, which started concerning Sunset knowing she couldn't stay and wait for very long. If Twilight doesn't wright back, she'll just have to continue heading home.

Then, Twilight replied.

 _'This is so strange. I'm thinking over everything you've written but it just doesn't add up. The only creature or being coming to mind is Discord. But, we can't be talking about the same magic happy entity, can we?"_

Sunset Shimmers eyes widened. If this genie really is who they believe to be, then they were all in serious trouble.

* * *

"You see, Thomas. Where I come from, I am what's known as a spirit of chaos and disharmony. My magic is essential in bringing balance to the universe. And if I'm not constantly using it, I can no longer exist. That is why I must find a place where I can use my powers to my hearts content. But mostly because I really enjoy what I do."

Thomas wasn't sure where he was going with this. Does he really need to use his magic in order to exist? What kind of magic does he specialize in? Chaos and disharmony? Was that it? Thomas walked closer to and stood near where he was. The Genie's back faced the window as the thunder and lightning from earlier rolls in.

"I have gone by many titles throughout many lifetimes. The purveyor of pandemonium, lord of lawlessness, earl of turmoil, and bringer of bedlam. But there's only one name I prefer that struck fear into the hearts of many for eons. One that just screams me in all the right ways."

Thomas waited intensely. The Genie's fingers interlock and bounced off each other. His eyes narrowed, and his smirking grin prominently displayed in all it's delight.

"And that… name… is… Discord."

A clash of thunder and lightening flashed behind him through the window. His shadow reflected on the floor from the lightening showed not a human physique, but a snake like body with a horse like head, antlers and horns, a bat and Pegasus wing, and a dragon-like snake's tail. Thomas stared at this shadow both dumbstruck and afraid by the odd mix and match shape of this outer worldly appearance. Looking back up, he was completely gone, leaving Thomas all alone again in Sunset's house once again.

* * *

 **To Be Continued.**

* * *

 **Sure it may have been obvious, but now you can discard the use of addressing him as the Genie for good. Now to those of you who already knew, or are about to call me out for attempting to create a secret for the sake of shock value, hear me out. Sunset has a magical book that allows her to communicate with Twilight Sparkle. Twilight Sparkle, the pony who had her run ins with Discord and would know how to defeat him. If he revealed his identity to Thomas, he would've told everyone, Sunset would seek Twilight's help, and his whole plan would've been foiled. That's why his name had to be kept hush hush. You'll see it be brought up later on.**

 **As for what this new dilemma Thomas is in... just bare with me. I know it seems pretty convoluted and something that could be easily avoided, but it's ties to the overall moral is crustal. Hope you enjoyed the chapter and stay tune for more!**


	33. Chapter 32: The Chaotic & The Devious

**Not gonna lie, I did not enjoy writing this one. Everything became more interesting when all four antagonist are formed. But from the beginning until then I was just like, 'are we done here yet? Oh wait, there's still this, this and this I need to cover'. *Sight*. It's part of the reason this chapter was questionably late. On top of all the work pile I have at school, I didn't have any interest in writing, and I'm afraid you're likely going to see this aspect present when reading. Regardless, the next set of chapters are on the way and I'm way more excited to get started on writing them then I was with this one. Let me know what you think of this chapter. Maybe you'll find something in it besides the last half that sticks with you. I also promise the next chapter will be a lot shorter, unless longer chapters are what you'd like to see more of. Hope you enjoy this chapter and stay tune for more. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 32: The Chaotic & The Devious**

[ **4 years ago; The Island of Sodor.** ]

Waking up one morning, Diesel 10 rolled out of his shed and onto an elevating turntable that lowered him onto ground level. He exits the Vicarstown Dieselwork's main building and drove outside where everyone was hustling and bustling. They all had important jobs to do, except for him. After his last mischievous scheme, Sir Topham Hatt ordered Diesel 10 to stay in his shed and think about what he did. He wasn't allowed to leave the Dieselworks unless told otherwise. Diesel 10 grew bored and wanted someone to chat with. Upon rolling across the desert like junction on the smooth flat rails, he looks over to his right and noticed Paxton parked by a fueling station and looking glum. Paxton sees Diesel 10 as he rolled up and parked right beside him.

"Hello, Diesel 10," He said, happily. "What are you doing out of your shed? Aren't you suppose to be in for another week?"

"I'm sure Sir won't mind so long as I stay close to the works. Say, what's gotten you down, Paxton?"

"Oh. Nah, it's nothing."

"Well, obviously it's something. So, what is it?"

"I was just looking forward to pulling a goods train over to the Mainlands, is all. But, I had to get new parts replaced. The Train's due tonight, so Sir Topham Hatt had to find another engine to take the special train instead."

"Well, I'm sure if you hurry over now you can catch it before it leaves."

"I'd like to, but, Sir Topham Hatt asked Duck to pull the train. He'd already be at Knapford Junction by now."

"What? A steamie? Unacceptable. You were meant to pull that train, Paxton. You're all better now so why not tell him you're ready?"

"It's okay, Diesel 10. I'm sure Duck will get the job done on time. And that's alright with me ," He sighed, disappointingly.

But Diesel 10 wasn't okay with it. Once again, Sir Topham Hatt chose a steam engine for a special job in favor over any of the diesels. With this in mind, he crept away and left the Dieselworks.

* * *

At the Knapford shunting yard, Diesel 10 crept behind a few trucks and inspected the special train. Duck was coupled up to the train and waited for clearance to leave. Diesel 10 then came up with a naughty idea, and reversed down the tracks with a sinister grin. He returned with a long load of empty trucks. Duck blew his whistle and took off, building up a quick haste. As he did, Diesel 10 charged the line of trucks towards a set of points that Duck was about to cross. The trucks crashed straight into Duck, causing him and the first four rows to derail. He flies off the tracks, lands on his side then slid across the gravel sending him crashing into a carriage shed. Workmen gathered and inspected the damage. Luckily no one was hurt. Duck was dazed and confused. His front buffers were bent and his boiler was scrapped. Two of the trucks coupled onto him also came off the rails. Goods spilled everywhere. Everyone began asking who and what caused this mess, unaware that a chuckling Diesel 10 had already left the scene.

The next day, Diesel 10 rolled out of the Dieselworks' main building when he saw Paxton driving directly towards and parking a few feet from him.

"Diesel 10!" Paxton called. "You're not gonna believe what just happened. Duck had an accident yesterday so Sir Topham Hatt had me pull the train in his place."

"How about that!" He said, proudly. "Looks like you got to pull that special train after all."

"I know! It took a while to clear the mess, but I was able to take off and deliver the goods right on time. Sir Topham Hatt was very proud of me," He said, cheerfully.

"Just goes to show how much more efficient us diesels are then steamies. Eh, Paxton?"

"Uh, yeah. I suppose. Though I am worried about Duck. I sure hope he's alright. Anyways, better be off. Talk to you later, Diesel 10,"

Paxton reversed down the line exiting the Dieselworks. Diesel 10 chuckled deviously.

Even after sabotaging Duck's train, his antics didn't stop there. He went around asking other diesels if they had similar issues involving steam engines taking their place or not being given the respect they deserve. To his surprise, a good majority of them did. Though they didn't seem that bothered, Diesel 10 was all the more cross with Sir Topham Hatt and his steam engines. He gives them all the good jobs while diesels remain in the backdrop with dirtier mundane work that steam engines wouldn't do unless they were being punished. Diesel 10 was convinced something had to be done to change this. For too long the diesels have been shoved to the sidelines. It was time for them to finally earn their place on this railway.

Knowing very well he wasn't suppose to leave his shed, it didn't stop him from causing even more trouble for the steam engines. Whenever engines had trucks all organized, he'd show up and unorganized them again. He would crash more empty trucks into oncoming engines that caused them to derail. Next, Diesel 10 went up to every coal chute and water tower on the railway and used his claw to pull the levers and drain out all of the coal and water. Soon the whole Island was without water or coal. It got to the point were Sir Topham Hatt had to send some of his diesels over to the Mainland and retrieve more. The Island was in total chaos. With almost half his steam engines low on fuel, Sir Topham Hatt had diesels running the Island for a while until they restocked on water and coal. Nobody knew what was going on or who was causing all this trouble. Word of mouth spread but didn't trace back to the culprit. Diesel 10 was having too much fun. He knew it was wrong, but if it meant having better jobs for diesels, it turned his mischievous work into a thrilling game.

But then, another epidemic came up. The diesels were now all dangerously short on fuel as well. They had burned through a lot since they became more active. Despite this, there hasn't been any new shipment of diesel fuel for weeks. This started worrying the other diesels. Out of their own safety, they all had to stay at the Dieselworks or find shelter elsewhere until a new shipment arrived. No word from Sir Topham Hatt or anyone came to inform them that the fuel was on its way. They were only left to assume it would arrive eventually. Until then, all diesels remained out of commission. 'Was this Sir Topham Hatt's intent?' Diesel 10 thought to himself as he rolled down the mainline. Is he purposefully withholding fuel so diesels can stop working on his railway? Due to all the trouble he caused, diesels have had more work to do than ever, and if Diesel 10's assumptions were correct, that was not going to stand with Sir Topham Hatt.

Diesel 10 was the only one running on a full tank. This realization gave him another naughty idea. Since no one hasn't gone off to fetch the diesel fuel, perhaps he could go and collect them. His tank was full enough to make one trip to the Mainland and back again. And so, he set out. He wasn't suppose to leave the Island, but circumstances forced him otherwise.

* * *

The next day, Diesel 10 returned to the Dieselworks, hauling a very long load of fuel tankers. The diesels drove out of their sheds and saw the long train. The oil tankers were coupled up to his front as he revered backwards into the yards and parked right in the center. Den and Dart, the two diesel engines in charge of the works, were the first to speak when they rolled up next to Diesel 10.

"Is that what I think it is?" Den asked.

"What he means is," Dart said, "that's our diesel fuel!"

"You went and got our diesel fuel, Diesel 10?"

"I most certainty did," He said, proudly.

"This is great!" Dart said. "Now we can all go back to work again."

Paxton rolled up from a turntable and parked beside Den and Dart.

"Three cheers for Diesel 10!"

The entire junction echoed with loud horns and cheers from every diesel now chanting his name.

"Diesel 10! Diesel 10! Diesel 10!"

For the first time in forever, Diesel 10 smiled and beamed. He had never felt more genuinely proud to be really useful. All of his sabotaging and hard work to make every diesel feel really useful was paying off. Everyone was happy for what he did. But then, a bright blue car pulled up and parked not very far from Diesel 10. Among the chanting came a loud call that also shouted his name, but in a much firmer tone.

"Diesel 10!"

Everyone stopped chanting and checked to see where the voice came from. It was Sir Topham Hatt, who stormed over to Diesel 10 then stood firmly while glaring at him.

"Explain yourself this instant."

The other diesels eyed him curiously. Diesel 10's wheels quivered. He didn't want to get in trouble again. So, he put on an act and pretended to be contrite.

"Oh. Hello, Sir. I was just, delivering these oil tankers."

"I can see that, Diesel 10. Even though I don't recall asking you to do so."

"You, didn't ask Diesel 10 to fetch these tankers?" Den asked.

"Of course, not. He's still being punished. I asked Murdoch to take them. He's on his way back now with the load I told him to fetch yesterday."

"Wait, if Murdoch was sent to fetch them. Then what's this lot for?"

Sir Topham Hatt explained the situation. He arrived at the Dieselworks after receiving a call from the Other Railway to inform him that their fuel was on the way. The call he also informed him of another engine of his seen leaving with a long load of oil tankers that weren't authorized to be taken back to Sodor. The diesel fuel meant for them was still being hauled back to the Island by Murdoch; while the load Diesel 10 has belonged to the Other Railway.

"You mean, you stole this lot?" Paxton asked.

Diesel 10 chucked sheepishly. He was well aware of what he did. But he continued playing innocent despite the diesel's disapproval.

"How could you?" Den said.

"Why would you take something you weren't allowed to take," Dart said

Every diesel in the yard glared at Diesel 10, who could only grin meekly. Diesel 10 didn't know what to do now. The diesels were about to turn on him. He wanted to stand up to Sir Topham Hatt, but if he did, he'd be sent back to his shed. Regardless, the odds were not looking favorable for him. So, he decided to take a stance and stuck with it.

"I, I'm sorry, Sir," He mustered. "But… I wouldn't have stolen these tankers if only you treated diesels properly. We were at risk of running out and I wasn't about to stand by while each of us is left forgotten."

Sir Topham Hatt pinches the bridge of his nose. "Perhaps if you had just been patient and waited in your shed like the rest, the fuel would've arrived on time and we wouldn't have all this confusion and delay. The only reason you all ran low in the first place is because I've had diesels doing all the jobs meant for other engines. Engines that have been flying off the rails and running low on fuel themselves."

Diesel 10 shied away.

"That's right. Don't think you can explain yourself out of this one, Diesel 10. I'm well aware of the trouble you've been causing. I've had reports of a diesel engine with a mounted claw pushing trucks into engines and going around wasting coal and water."

Paxton gasped. "So, it was you who caused Duck's accident? Shame on you, Diesel 10!"

The other diesels then started booing Diesel 10. A moment ago, everyone was cheering his name. Now they were disparaging him for stealing and sabotaging the steamies. This made Diesel 10 upset. They now knew why there was so much work to do, and why every steam engine was getting derailed or running low on coal and water. While they appreciated all the work they've had, it was given to them for the wrong and unfortunate reasons. The diesels felt part of a ploy they didn't agree to be involved in. Having them now turned against him made Diesel 10 even more cross with Sir Topham Hatt. If he hadn't showed up, everyone would still be cheering for him.

"You gave me no choice," He said, defensively. "I caused all that trouble and stole these tankers because you treat diesels unfairly. You think little of us and prevent diesels from being really useful."

"What are you going on about?" Sir Topham Hatt asked confusingly. "I don't think little of diesels. Everyone is important to my Railway."

"Then why have I been busting my buffers making sure they even have a chance to work on your railway at all?"

Sir Topham Hatt sighed a frustrated breath. "Because once again, Diesel 10, you've let your impatience get the better of you. You're trying to fix an issue that never needed fixing. And there are other ways of going about it, but yours is not the proper way."

He then directed his attention to every diesel present.

"There seems to be a bit of a misunderstanding here. But rest assure, I will do what I can to clean up the mess Diesel 10's made and get things back on schedule. As for now, you'll all have to wait here until Murdoch arrives with your actual shipment."

Some diesels shot Diesel 10 nasty looks. Filled with neglect, Diesel 10 stared at the ground in disgrace. Instead of being proud of him, they were all disappointed and ashamed. While they understood where he was coming from, they didn't understand why he still had these ideals. Steamies and Diesels had their indifference's in the past, but now, saved for a few who still hold an adversarial view, they've been working together and getting along a lot better than before. To hear Diesel 10 claim they were all being oppressed surely boggled them. They didn't feel that way necessarily, but if they did wish to be treated equally, Diesel 10's approach wouldn't be how they'd like to achieve it.

Sir Topham Hatt crossed his arms and stared angrily at Diesel 10. He does the same, though shooting him a much meaner look.

"Den and Dart," Sir Topham Hatt ordered. "After you're refueled, I want you to take this load back to the Mainland where it belongs. Go and get yourselves coupled up now."

The two diesels drove down the track to get coupled up with the train.

"As for you, Diesel 10. I think another month in your shed will do you just."

He gasped and shied away shamefully, looking back at Paxton who only glared at him as he reversed into the sheds. The lingering feeling all this was for nothing weighed him down. Every time he tried helping diesels, it ended with him having to cause trouble for steam engines and going against Sir Topham Hatt's orders. He always gets the blame for what he does; all because they were nothing but a last priority. He may have been inpatient, he may enjoy making trouble, but he truly believed his heart was in the right place.

Den and Dart coupled up to the train. As the workman went to uncouple Diesel 10, a sudden impulse jerked him back. Confused, the workman tried reaching over to his coupling again. But then, Diesel 10 started pushing the long load of fuel tankers. Surprised at first, Den and Dart applied their breaks and put their train to a halt. Diesel 10 pushed and pushed with all his strength. Sir Topham Hatt waved his arms frantically, trying to get his attention through his screeching wheels.

"Diesel 10! Stop! What are you doing?!"

The trouble he went through getting these tankers, the interference, and the rules he had to break in order to make Sodor a place for all diesels to belong, he wasn't about to let all that effort get stripped away from him. Once again, he was being penalized for helping his fellow diesels. Now none of them wanted his help anymore. This was the last straw for him.

"I will not let all my hard work go undone!"

A red-faced Diesel 10 continued forcing the tankers onward. Den and Dart put in all their might, but Diesel 10 was much more powerful. So powerful in fact that the tanker he's pushing began to break and squirt oil through the cracks. Sir Topham Hatt stepped away cautiously. Suddenly, the tanker tipped over and collapsed on the ground to Diesel 10's left. Den and Dart release their breaks and gasped after hearing the tanker topple over. Oil spilled everywhere, creating a large puddle and soaking up the surface. A workman still proceeded to take Diesel 10's coupling off much to his aggression.

"Get away from me!"

His claw hung above the workman and snapped ferociously, scaring him into backing away. As his claw clashed together, hissing smoke and sparks, one of the sparks lands on the fuel. Within seconds, the entire puddle of oil caught fire. The flames made its way onto and dangerously began spreading over the tanker, setting the whole wagon a blaze. Diesel 10 was scared. Another workman quickly ran to Diesel 10's right and undid his coupling from the tanker. Then undid the coupling from the rest of the train. Den and Dart carried the tankers away from the fire. Both Diesel 10 and the workmen reversed and scattered from the derailed tanker now complexly engulfed in flames, spewing large bodies of fire and thick dark clouds of smoke that billowed up to the sky. The emergency alarm echoed and the air polluted with oil scented smog. All anyone could do was just watch the oil burn away.

Search and rescue vehicles came to put out the fire and cleaned all the mess. Diesel 10 hid away in his shed. He didn't mean to set fire to the oil. After everything was cleared, Sir Topham Hatt met Diesel 10 in the main building, stepping onto the elevating turntable with his fist on his hips. He rolled out of his shed to meet Sir Topham Hatt as the turntable raises him up to the platform.

"Well I hope you're still proud of yourself, Diesel 10. You've certainty caused quite a ruckus this past week."

"S-Sir, I didn't mean," Diesel 10 said agitated.

"I don't want to hear it. Diesel 10, you have done nothing but cause confusion and delay. Now you've really done it this time."

Diesel 10 didn't say anything.

"I've been too forgiving up until this point. Everyone said I was wrong to bring you back to my Railway after nearly destroyed our Island. Perhaps, they were right. I have a railway to run, and I can't have misbehaving engines like you making things more difficult than they already are."

"What? What are you saying?"

"I'm sorry, Diesel 10. But after everything you've done, I can no longer allow you to work on my railway. I'm sending you away; For good."

Diesel 10's jaw dropped. He couldn't believe what was just heard. He stuttered on his next words but Sir Topham Hatt paid no notice.

"Maybe it's best you learn what it means to be really useful, elsewhere. You are to remain in your shed until I find a railway that'll take you in."

He walked away sternly, leaving Diesel 10 broken and depressed.

* * *

After a whole week, Sir Topham Hatt returned to the Vicarstown Dieselworks and met with Diesel 10, who gingerly rolled out of his shed. Sir Topham Hatt looked glum and wouldn't make eye contact with Diesel 10.

"Um. Listen, Diesel 10," Sir Topham Hatt said, hesitantly.

There was a long pause. Sir gazed at the ground, taking off his hat and held the brim tightly with both hands. This worried and confused Diesel 10. None of them said anything until Sir spoke up again after sighing a breath of stress.

"The other railway lines are, err, aware, of the trouble you've caused. So, I-I couldn't find one that would take you in."

"Oh?" Diesel 10 said.

He felt rather offended. No railway wanted a trouble making diesel engine working for them. Questions began circling his thoughts. What was Sir Topham Hatt so upset about?

"So, what does this mean for me?"

Another long pause followed. Sir Topham Hatt found trouble explaining to Diesel 10 what he had to do with him. He'd never had to deliver such a message before to an engine that wasn't going out of commission. Despite how awful he felt, Sir Topham Hatt tried swallowing his virtue and forced in his professional tone and stern assertiveness.

"I-I'm afraid, the only place I can send you to is, The Smelters Yard."

"To, work?" He raised a brow.

Sir Topham Hatt shook his head and said nothing more. Diesel 10 had to decipher what he was leaning towards. Can't work on Sodor, can't go anywhere else, except the Ironworks. If he's no longer going to work on Sodor, why was he being sent to the smelters? Then it clicked.

"Sir!"

He hung his head.

"You-you can't do that! How could you do this to me?!"

"Well, I can't keep you here, and no other railway will buy you."

Diesel 10 was agitated and frightened beyond words. He was going to the Sodor Ironworks to be scrapped.

"But, but, but, I'm really, really sorry!" He begged, anxiously. "I promise I won't cause trouble anymore. Please! Don't send me away to be scrapped."

"I'm sorry too, Diesel 10. But, I just can't trust you anymore. Understand that I'm just as upset to have to do this."

"No, you're not!" Diesel 10 snapped back, now fuming with rage.

The remark struck Sir Topham Hatt hard. He really didn't like this predicament at all. Regardless, he had to continue delivering the message.

"You are to be there tomorrow morning. It's already decided." He turned and walked away disgracefully. "Goodbye, Diesel 10."

Diesel 10 was trying to process it all. Scrap? He was going to be scrapped? How could he even conceive such a notion? There had to have been a better way. Did he check every railway he could reach? Why of all places was the smelters yard the last resort? Gloom and doom hung heavily over Diesel 10.

* * *

It was next morning when he rolled out of his shed. Den and Dart were parked on separate tracks next to him on the platform. They saw how miserable Diesel 10 looked. He may have done bad things, but he was still a fellow diesel, one they were going to miss when he leaves.

"Um, well, good luck wherever you're going, Diesel 10," Den said.

"What he means is," Dart said. "We'll surely miss having you around. Even if you were a bit troublesome."

'How did I end up here?' Diesel 10 thought. All he wanted was to help diesels, and this was the thanks he gets? He may have committed devious and troublesome acts, but diesels were all being neglected. He felt the need to do something to make them prosper. His impatience, his prejudice, and itch for mischievous schemes led him down a dark path; topped with Sir Topham Hatt not giving them the credit they deserve for working really hard on his railway. To him he may have been right, or he may have been wrong. But to the others, there wasn't any stigma. His actions were surly in the wrong, and now he was going to be punished for good.

"Uh, Diesel 10?" Dart asked.

Diesel 10 just remained where he was, unresponsive, and stared with downcast eyes at the elevating turntable and the exit leading outside to the yards.

"Aw, it'll be alright," Den tried to reassure. "I'm sure you'll make lots of new friends with other hard-working diesels."

He closed his eyes. Frustrated, betrayed, and angry beyond all else. Something broke inside Diesel 10, but nothing in terms of parts. His eyes shot open again, burning with rage. Something snapped.

Pinchy reached over to the railing attached to Den's face. Snatching onto it, Pinchy then pulls Den close to Diesel 10. His front wheels dangled off the tracks. The two diesels began to panic and begged Diesel 10 to let Den go. But he wouldn't. He kept Den clutched onto Pinchy while staring angrily at him with gritted teeth.

"Listen here, you worn out hunks of metal! I am in charge of the Dieselworks now. And you'll do as I say, when I say. Do that, and I won't have Pinchy tear away every surface of metal off you."

"P-Pinchy?" Den stuttered, nervously.

"What's a Pinchy?" Dart asked.

Pinchy let's go and violently tossed Den back on the tracks.

"No word of my whereabouts to Fat Hatt either! He can never know I didn't leave the works. Got it?!"

Den and Dart begrudgingly agree but become more obedient after Pinchy snapped at them. Diesel 10 notices some of the other diesels down by the exit, looking at him very worrisome. Diesel 10 drove onto the elevating turntable and lowered himself down to their level. The diesels scurry away fearfully as Diesel 10 shouts at them with fury.

"And the same goes for the rest of you, ungrateful rattle traps! Not one diesel will question my authority! Not one whisper of my presence, OR YOU'LL BE TAKING MY PLACE AT THE SCRAP YARD!"

Den and Dart looked at each other. They weren't told he was going to the scrap yard specifically. Knowing this, they were true to their word and never said anything to Sir Topham Hatt. Even when he didn't arrive at the Sodor Ironworks, the other diesels kept his whereabouts a secret.

* * *

[ **10 days ago from present time: The Island or Sodor.** ]

One afternoon, Paxton was happily hauling a train of diesel fuel back to the Vicarstown Dieselworks. He arrived and greeted all the diesels working tiresomely as he entered the yard and drops off the load of oil tankers by the fueling station. He then looks at the main building and inspects it hesitantly. Inside, Den and Dart were parked on the platform above where the elevating turntable would drop off engines when they saw Paxton entering the building.

"Hello, Den and Dart," He said.

"Hello, Paxton," Den said. "What can we do for you?"

"What he means is,"

"I know what I meant."

"I was wondering if I could speak to the uh, boss, real quick?" Paxton asked.

Den and Dart eyed him suspiciously.

"Oh? What for?" Dart asked.

"Well, um, see. The diesels have been working an awful lot lately. We're burning through all our oil and Sir Topham Hatt says it'll be a while before he can order a new shipment. Maybe, we should all just take it easy and have a little break. Or even give us less work to do at least."

"Sorry, Paxton," Dart said. "But you know the drill."

"Whatever the boss says, goes," Den finishes.

"But, at this rate we'll use up all the diesel fuel we have left plus the lot I just brought within a short amount of days."

Den and Dart knew they were working to the brim now that Diesel 10 has taken charge of the Dieselworks, but it was out of their control.

"We understand, Paxton," Dart said. "But the answer is still no."

"You know he'd never agree to slow down production," Den said. "That's just, how things are now."

Paxton sighed and drove out of the main building. Den and Dart then reversed back and biffed against a set of buffers close to Diesel 10's shed.

"He's gone, Sir," Dart said.

Two large doors slide open, and out drove an inscrutable Diesel 10. He was covered top to bottom with dust, cob webs and soot. Even Pinchy had a mouth full of cobs sticking to each individual tooth. Diesel 10 had hidden himself away in his shed for four years, commanding diesels from the shadows and having little work to do himself. He felt useless being stowed away in his shed. Telling other diesels what to do kept him busy for the most part, even if he couldn't do anything himself or leave the building to avoid being seen by any other engine. He crept out onto the platform with squeaky wheels and a few engine malfunctions. Den and Dart pulled up next to him.

"I'm not sure how much longer I can take this," Diesel 10 said.

The two diesel engines didn't know what to say. He developed a habit of snapping at them for saying things he didn't like hearing so they weren't sure how to respond.

"Well, um," Den started. "It has been a very long time."

"What he means is, you can't keep hiding yourself here, Diesel 10."

"What would you have me do; send myself to the scrap yards?"

"Not, exactly," Dart said. "But, you can't stay at the Dieselworks anymore either."

Den and Dart flinched in preparation for Diesel 10's rant. But, he said nothing. Instead, he continued looking at the ground beneath him through a wooden complexion. Then Den came up with an idea.

"Hey, what if you didn't go to the scrap yards?"

"Oh yeah," Dark agreed. "You could just leave the Island. No one would have to know."

"We'll even escort you so nobody will notice."

"But, I have nowhere to go. No railway will accept me."

"Well, um, what do you want to do then?" Den asked.

Diesel 10 sighed glumly. "I just wanna be alone. Go."

Den and Dart complied and took off. Diesel 10 was by himself to think about what he should do. They were right, he can't keep hiding in his shed forever. Even if he did, eventually someone will notice and he'll be sent off straight to the scrap yards. What could he do outside of Sodor if he left though? There was nothing for him out there, nothing he could do. Nobody and nothing here meant anything to him. He was severely limited in options.

* * *

Meanwhile, a 1863 USMRR 4-4-0 Locomotive of a J.H. Devereux class type was chuffing down the tracks and eventually found themselves heading to the Vicarstown Dieselworks. He inspected the building as it came into full view of his perspective from around the bend.

"Hmm. This is new."

He built up steam and chuffed further towards the works. Entering the yard, the diesels stopped in their tracks and eyed him perplexedly. They didn't recognize this engine at did he come from and why was he here? The odd engine inspected the junction and everyone in it with and unamused half smirk and critical eyes. They didn't know this, but this engine has frequently visited the Island more than once. So far, he wasn't impressed with the new area, nor did he take to liking all the diesels he didn't know.

"I think I liked this place better when you were all models."

He drove towards to and entered the main building. Once inside, he parked a foot from the turntable and looked up so see Diesel 10 appearing just as perplexed upon noticing him. Much like Diesel 10, this locomotive has never seen an engine like him. He's been to Sodor for quite some time but doesn't recall ever running into him. This intrigued the engine greatly.

"Who are you?" Diesel 10 asked.

"I could ask you the same thing."

The engine chuffed further onto the elevating turntable.

"Hey! This is no place for stinky steamies," Diesel 10 said, sternly. "Especially the likes of your, um, I don't know what kind you are."

The turntable raises him up to the platform. Diesel 10 backs away as the sneering engine was now leveled with him. The engine chuffed very slowly towards Diesel 10 and inspected him from his livery to basis, and finally to the giant claw mounted on his roof.

"I'm serious!" Diesel 10 warned. "You better scram if you know what's good for you."

"Or what? You'll sick you're claw on me? Now I truly am frightened!"

Pinchy unmounted from his roof and snapped the air between them.

"You better believe it. Pinchy will be more than eager to chow down on a steamie."

But all the engine did was smirk still. The sounds of metal clanging that hasn't been oiled and polished in a long time echo inside the building. The claw was still very weak, and did little to intimidate the engine.

"I see creative names also apply to modified attachments."

Diesel 10 raised his brow in a perplexed manner.

"So, you must be the infamous Diesel 10."

"H-how do you know my name?"

He came to a stop. "An engine or two might've mentioned your name. Something about being glad you were gone. Looks like you didn't really leave at all. Oh, where are my manners."

The engine reversed back onto the turntable. Within a bright white flash, the engine transformed instantaneously from his locomotive form, into a creature of even greater uniqueness. The shape of his appearance was snake-like, serpentine body. He had a horse-like head, a deer antler on the right and a blue goat horn on the left, one long fanged tooth, different-sized pupils, a goat beard, and white bushy eyebrows. The creature had the right arm of a lion, the left claw of an eagle, the right leg of a lizard, and the left leg of a goat. He has a bat's right wing, a Pegasus' left wing, a horse's mane, and a dragon-like tail with a white tuft.

The creature floated in the air. "Behold! The glory of chaos and disharmony. The embodiment of pure pandemonium, master of mayhem, herald of havoc, baron of bedlam."

He waves his arms up in the air and posed in a celebratory stretch.

"Discord!"

Diesel 10's jaw hung while Discord stayed in his pose. He was stunned and stuttered. What was this thing? How did it go from being an engine to becoming this dragon like creature? Nothing the likes of which he's seen was describable.

Peaking through one eye, Discord broke his pose and examined the area with mild confusion. He expected confetti to drop out of nowhere until the entire vicinity was filled. But there were none to be seen. He shrugs it off then teleports over to Diesel 10, who slipped a small scream and jolted back in shock.

"Anywho, today's your lucky day! After a long debate, I decided that this will be the day I finally take over your world and make it my very own chaotic paradise."

Discord teleported back to the turntable and examines the interior.

"Now, what do you propose would be more suitable for this dump? A ski lodge? Water park? How bout an active volcano that spews spicy hot sauce? With just the right amount of torrid to leave your tongue burning for hours!"

Diesel 10 couldn't respond. He was too shocked and overly confused to comprehend what was going on. Who was Discord? What does he mean by turning Sodor into his own paradise? Where did this creature of such strange, otherworldly magic come from?

"Then again, I suppose I could just go through all three until one meets my liking."

"Excuse me," Diesel 10 finally asked. "But, um, are you a genie?"

"What? No, I'm not a genie," Discord said in annoyance. "Weren't you paying any attention to my introduction earlier?"

"Well, I don't know what a discord is, so the only thing I have to go by is a genie. How else do you have all these crazy powers?" Then Diesel 10 grew excited. "So where's your lamp? Do I get three wishes? Can I wish for anything?!"

"What? No, I,"

"Okay! For my first wish; I want this entire Island to be completely destroyed!"

Discord rolled his eyes. "Okay. Somebody's going through some things."

He then starts cracking his knuckles and stretched his back.

"Stand back, Diesel 10. When I'm done, your Island will become unrecognizable by the time I've completely renovated."

With the snap of his fingers, Discord levitated confidently while Diesel 10 looked all around the Dieselworks, half expecting something to occur, but nothing did. The area was quiet. There were no water parks, ski lodges, or volcanoes to be seen. Discord opens his eyes and looks over the interior also. He snaps his fingers again, then again, and again. But everything remained the same. This confused Discord. His magic always worked no matter where he was. Why was it suddenly not working here?

"Some genie you are," Diesel 10 teased.

Discord leaned in on his face. "I am not a genie you buffoon!"

"I'll say," He laughed. "I bet you can't even turn this place into gold, or cotton candy, or anything really!"

Diesel 10 laughed some more. Fuming, Discord kept snapping his fingers, trying to use his magic on Diesel 10, but nothing happened still. Every snap made Diesel 10's smirk more prominent which angered Discord even more. No matter how many times his fingers snapped, he couldn't use his magic on this engine or his surroundings. Then, Discord flashes out of the building then back again to make sure his teleporting worked. But every other magic he tired inflicting that wasn't on himself had little to no effect on anything.

"Odd. It was perfectly fine moments ago." Discord disappears again then reappears. "It's even just as good back home. Hmm. Ain't this a pickle? My magic's always worked in this world. But now it's suddenly isn't."

"What do you mean it always used work here?" Diesel 10 asked.

Discord shifted back at him then sighed. "I suppose I might as well let you in on my little plan."

He explained to Diesel 10 his plan to turn Sodor into his own Kingdom. A place he can go to from time to time and use his magic whenever he feels. Back where he's from mainly, Discord isn't allowed to use his magic. But in order for there to be balance in our known existence, he must spread chaos to even out harmony with a little disharmony. Since he cannot do so back home, he must find a place where he can, and Sodor was his target.

He also told him all the times he came and visited Sodor, listing out specific events and influences that have plagued the Island over the years. Such as creating the Troublesome Trucks, manipulating the weather, altering, misplacing, manipulating, and changing events ever so subtlety to make it out like it happened by natural causes. Freezing points on the track so an engine would plow through a brake van while pulling the Flying Kipper, setting up tar tankers and lime carts for engines to run into, and melting snow which caused a current to knock over a bridge and leave an engine hanging over the thundering water. Rockslides, snow drifts, floods, derailments, crashes. It all happened through natural cause, but some where done so because of Discord.

He laughed all the while, going on about how Troublesome Trucks have caused more disorder in his absence than he could.

"It's amazing what can happen when you give a hollow bucket on wheels the senses to see, hear and speak."

"So, it was you who caused confusion and delay?" Diesel 10 said.

"You better believe it. Though I do have to give most of you the credit. It's almost like you don't need me to stir up some delicious chaos."

"How come your magic isn't working now then?"

"If I knew that this dump wouldn't be standing. You'd be covered in burning hot chili sauce by now."

Then something came to Diesel 10's thoughts. "Say um, you said you were from another world. Did you by any chance travel here through a magic railroad?"

Discord raised his eyebrow.

"See, there's this lousy know it all boy scout named Twinkle Toes. He used magic to visit this Island by traveling through a mystical railway. All he'd have to do was blow his whistle, and in a cloud of gold he'd show up right in front of you. Is that how you got here?"

"Did you see a cloud of gold sparkles when I teleported?" Discord asked, teleporting beside him.

"Um, No."

"Then there's your answer. This is the first I've heard of any magical railway, so of course I didn't travel by said means."

He smiled, floating beside Diesel 10's left. "But please, do tell me more about this, Magic Railroad. And don't fret over small details, those I can pick up myself."

Diesel 10 explained to Discord all about the Magic Railroad, Mr. Conductor, the gold sparkles he uses to get here, and the lost engine who generates them. Now that he was reminded, Diesel 10 also told him about the time he tried wiping Sodor out by finding the lost engine, the magic buffers, and the railway that leads to them, and destroy it all completely. Discord was both interested and censorious. While he commemorated Diesel 10's devious tactic, he didn't appreciate the idea of everything on Sodor being completely destroyed, especially if he plans on taking over their world.

"Let me get this straight," Discord began. "My magic used to work on this Island, but ever since this 'Blue Puffball' found the lost engine and brought her back to the Magic Railroad, it can no longer work because of said lost engine?"

"I guess? Her sparkles must be what's blocking your abilities."

"Interesting. And do you know where this Magic Railroad is by any chance?"

Diesel 10 sighed in frustration.

"No." Then something came to mind, Something that made him bitter. "But, I know two bumbling diesels that did."

"Well, good. Where are they?" Discord asked looking around.

"Sent away to another railway."

"Where!" he pressed.

Fearful at first, Diesel 10 then told him to the best of his memory which Railway these two particular diesels were sent to. Afterwards, Discord disappears and leaves Diesel 10 alone in the main building. After a while, he shows up to the Dieselworks again, along with Splatter & Dodge, appearing right beside Diesel 10 on the platform. A moment ago, they where corroded, oxidized, and covered from buffer to bunker in rust. Now they were spic and span, like they were factory new. In order to use his magic, Discord took them to his own dimension and fixed them up within a second. Then brought the two diesels back to the Vicarstown Dieselworks where Splatter & Dodge frantically examined their surroundings.

"W-what's happened? Where are we now?" Splatter asked.  
"Make it stop! Make it stop!" Dodge shouted.

"Splodge?" Diesel 10 said.

"Bu-Boss?" Splatter said, looking over him.

Dodge was still in a panic. Discord revealed to have found them at a smelters yard and heading straight into a chamber where they would've been broken down into scrap. The two diesel engines quivered in fear, still feeling the scorching heat pressed against their faces.

"I believe a thank you is in order," He said, leaning down next to Dodge.

"What were you two doing at a smelters yard?" Diesel 10 asked them.

"Who cares," Discord said. "Just tell me where the Magic Railroad is. I must pay a visit to a little gold engine and have a word with her about these magic sparkles."

The two diesels couldn't answer. They were shaken up from nearly being scrapped minutes ago, then being teleported to and floated around a void less empty space of strange and bizarre sightings, to now being back on Sodor and fully repaired within seconds. There was too much for them to process. Discord sighed in frustration. Diesel 10 could see he was at his mercy. Without the Magic Railroad's location, Discord couldn't go anywhere unless he, by himself, searched all over the Island for the Magic Buffers that would take him there. Once again, Diesel 10 came up with another mischievous idea, and sprung it into action.

"Hey, Genie!"

"What did I just say?!" Discord said, angrily.

"How do you plan on convincing her to let you have Sodor?"

"I think you'll find I'm a very persuasive conversationalist."

"Please," He said, smugly. "There's no way she'll let you have control over this Island."

"Is that so?" He said, crossing his arms.

"Since her magic greatly over power yours, surely she'll see to it you can't even enter our world. How do you plan on taking it when she finds out your intentions?"

"What would you suggest I do then?"

Diesel 10 grinned. Since he had nowhere to go and nothing to do, the best option he saw now involved the goal of destroying Sodor and everything it stands for; a goal he once sought out years ago. Now that he had an all powerful being at his disposal, he saw a chance to reach this same ambition once more, and earn it without anyone getting in his way. With his newfound calling, Diesel 10 had to convince Discord to let him help.

"The Magic Railroad needs an engine to run the line. And I know just the diesel engine who can fill her wheels."

Discord chuckled. "Wa-Wait, Wait. Are you proposing that I let you run the Railroad so as to let me use my magic in your world?"

Realizing Diesel 10 was more than willing, Discord stopped chuckling and raised his brow suspiciously.

"Why?"

"Because, I hate this Island. Sir Topham Hatt cares more about his stinking steamies more than diesels. He sent me away to be scrapped for trying to help them. Now all I want is to see Sodor crumble before my wrath."

Pinchy snapped the air. Discord smiled a devious smirk, coming up with his own intentions. Diesel 10 showed great interest in destroying Sodor. But, finding out Discord's magic is hindered by Sparkles gave him another devious idea. If he has control over the Sparkles, he can over power Discord and have him do whatever he wants. If he's as powerful has he says, Diesel 10 was all the more curious and excited to see what can be done with Discord once he has the Lost Engine's Gold Dust.

"I presume diplomacy isn't how you plan to approach her?" Discord said.

"If by that you mean suck all the magic dry from her, then yes. I crashed her once before. So long as Twinkle Toes and Puffball are out of the picture, I can do so again."

Discord contemplated his offer. "You're not going to hurt her, are you?"

"All I need is her magic. No real harm will be done," he lied.

"Uh, wha, err I'm sorry, wh-what's going on here?" Dodge asked.  
"Yeah, boss, you're not really going after that lost engine again, are you?" Splatter asked.

Diesel 10 and Discord caught them up to speed and shared what they have planned and why. Splatter & Dodge weren't so sure. They had left behind their old ways of chasing after magic engines long ago. But now, their boss is once again calling them back to arms.

"We're going to help him achieve this," Diesel 10 said.

"W-we?" Both say.

"Yes. You two are going to help me."

"But-but-but. We,"  
"We don't work for you anymore," Splatter said.

"Oh. Very well. Genie! Bring them back to the Smelters."

Discord glared at Diesel 10. "Firstly, stop calling me a genie. I am a spirit of chaos; hot some cheap, discount knock off. Secondly, don't go mouthing off orders. Nobody tells me what to do."

He quietly chuckled and whispered to himself. "Not yet."

Diesel 10 thought he was being clever in keeping his ulterior motives from Discord. But he knew all to well Diesel 10 intends use Gold Dust not only to destroy Sodor, but to gain control over him as well. Discord kept this to himself and hid his own ulterior motive from Diesel 10. He knew this partnership wasn't going to last. As soon as the Lost Engine's magic is completely taken from her, Discord will have to find another engine to run the line instead of Diesel 10, or at the very least find a way to extract and contain the Sparkles by other means. Meanwhile, Splatter & Dodge rattled in excitement when they heard Diesel 10 address creature as a genie.

"Is that a real-life genie?" Dodge gasped.  
"Oh, oh, do we get three wishes too?"  
"I wish for a pony."  
"I wish for sparkly golden wheels."  
"I wish, wait did we use up all our wishes yet?"  
"I wish for a never-ending supply of fresh fuel."  
"Oh good one! I wish for that too!"

Discord slapped and dragged his hand down his face. "Why do you need these idiots with us?"

"Hey, that's not very nice!" Splatter said.  
"He's not a nice Genie."  
"No, not at all."

"Because they know where the Magic Buffers are located. Besides, I can make good use of Splodge. Unless, you wanna send them back to be scrapped?"

"What? No!"  
"Please don't!"  
"We don't wanna back!"  
"We'll do anything you say!"  
"Just don't send us into the fire!"

Diesel 10 smirked. Discord stroked his goat beard. He was planning on just keep them at the Dieselworks, but then changed his decision.

"Hmm, they do seem easily obedient. If you can keep them in line, I suppose they can tag along."

"Great! Isn't that great, Splodge?"

They both agreed as Pinchy lingered over them, looking eager to munch something. Discord leaned close to Diesel 10's face.

"So then, do we have an alliance?"

"Indeed we do."

Both smiled to each other while Splatter & Dodge quivered slightly. They weren't too thrilled to be apart of their master plan. But much like with Diesel 10, what was the alternative?

"Alright, fellas. Let us venture to this Magic Railroad and claim this Island all to myself." Discord leaned beside Diesel 10 again. "And if all goes accordingly, I'll appoint you second in command for when I'm not around to keep Sodor in check."

Diesel 10 didn't like the sound of being second in command. Discord knew this and said so to assure him if he did try using Gold Dust on him.

* * *

After the two diesels reveal the Magic Buffer's location, Discord teleported Diesel 10, Splatter and Dodge out of the Dieselworks and onto a set of golden tracks in a lively open field of bright green. From miles and miles, there was nothing but herbaceous plants and constituting grass with jointed stems and spikes of small, wind-pollinated flowers. Wild and cultivated fields beamed green, lakes and ponds shined blue from the bright clear sky, and large mountains from the distance stood proud and vibrant. The sun made everything golden and the rails glitter. It was like a beautiful painting.

"I went a head and checked to make sure this was the right place," Discord said, searching around while shading his eyes. "This is the Magic Railroad, correct?"

Diesel 10 looked around with crazed eyes and a grin. He was finally on the Magic Railroad. Instead of answering him, Diesel 10 slowly began to chuckle, starting off quite, then moderate, then bursting into a full maniacal laughing fit upon this realization. Pinchy chomps the air excitedly as well. After all this time, he now stood on the golden tracks of the most powerful railway line in existence.

"I'll take that as a definite yes," Discord said to the reader.

All the while, Diesel 10 continued laughing. As he does, the environment around the four began changing. Instead of bright green, blue and gold, their surroundings fade into a deep, piercing red. The sky was now also red. The grass, lakes, flowers, mountains, clouds, all turned red. The cool breeze became warmer, the air was dry, and the temperature rose significantly. Splatter & Dodge shook in their wheels, even more so as the land in their proximity engulfed into billowing flames, startling the two and even Discord for a short second. Now that Diesel 10 was in the Magic Railroad, there was no telling what sort of evil he'll conceive.

Then, they all heard a chuffing sound. Finishing his laugh, Diesel 10 gazed a head and sees a small, Victorian-styled tank engine puffing down the tracks towards them, unaware of their presence in the Railroad. It was Lady, the lost engine. Upon seeing Diesel 10, Lady breaks hard and stops in her tracks. She stuttered in shock, baffled by his appearance. How did Diesel 10 find his way here?

"Hello, Lost Engine!" He said. "I've come to settle some old business."

"D-Diesel 10?! But how?"

"Not important. All that matters now is your magic in my possession!"

Pinch leaped off Diesel 10's roof and chomped the air. Lady chuffed away quickly by reversing down the opposite direction. Pinchy continuously lunged forward and snapped ferociously. Diesel 10 smirked.

"Oooh, I love a good chase."

Diesel 10 tried moving but was still having malfunctions with his engine. He alludes Discord to fix him up immediately. Irritated, Discord snaped his fingers. Diesel 10 disappears in a flashing light, then reappears again, now fully repaired and cleaned from top to bottom. After basking in his new factory fresh appearance, he drove off in pursuit of Lady.

"Splodge! Come and destroy. Unless you prefer the heat at the Smelters."

Startled and reluctant at first, Splatter & Dodge soon follow after their boss.

"We Just need her magic," Discord instructed while flying beside Diesel 10. "Meaning no destroying of any kind, got it?"

Diesel 10 built up speed. "Yes, your majesty!"

Lady sped down the track of the now fire filled land. Her wheels carried her as far as she can away from the Diesel 10 and the flying dragon like monster eagerly pursuing her. All four chased after her, speeding down the golden tracks and soaring through the desiccated air. Lady was afraid. She knew the track would lead them back to Muffle Mountain. Lady completely covered herself in a cloud of Sparkles. When they cleared, she was facing the opposite direction from them and built up more speed. Discord and Diesel 10 were impressed. Next, she shuts her eyes and tapped into her powers again, glowing from funnel to cab with Gold Dust. It was a risky call, especially since she hadn't practiced using this tactic much. But, Lady had to try. The track a head of her splits off into two separate directions, one going left and one right, and materializing a new set of golden rails that branched off far in the distance. The origin where each direction faced opposite transform into a set of switches. Lady charges down the points that took her to the right. Before she could switch them, Diesel 10, Splatter & Dodge make their way pass the points.

As Lady rode along the tracks, the rails in front materialize and build new sets of tracks for her to chuff down. Doing so used up a lot of her magic. She was leaving behind shavings of Gold Dust in her wake; Gold Dust that Diesel 10 began scooping up with Pinchy upon catching up to her. His front buffers now met her back, he rammed into Lady while Sparkles splash past him and caused her to jolt forward. Axles aching, Lady continued on. Pinchy snatched onto roof of her cab and pulled her back. Her front wheels dangle off the tracks. Diesel 10 cackled and laughed as more gold Dust pilled inside Pinchy's jaw. Lady was terrified. She frantically looked around trying to think of a way out. She tired teleporting away. Her Gold Dust sparkled, crackled, and hummed, but she couldn't escape. If she didn't do something quick, Diesel 10 will run her off the rails again.

Thinking quickly, Lady taps into another asset of her abilities, in tern, using up all the Sparkles left within her. Diesel 10 and Discord look a head and see a set of buffers magically appearing at the end of the line and glowing in a vortex of gold circling around it.

"Oh, no you don't!" Diesel 10 said.

Lady's back wheels came off the rails and skidded across the sleepers. Metal clanged against the gravel and chops away some of the wood while she continued chuffing towards the portal. Discord could see Diesel 10 was enjoying this a little too much and felt lenient on preventing him from doing anymore damage. Lady screamed in her last desperate effort to pass through the portal on time before Diesel 10 can throw her off the line completely. Before it was too late, Lady successfully zooms through the portal, disappearing into the vortex and bringing Diesel 10 with her. Splatter & Dodge muttered frantically and applied their brakes but soon found themselves skidding through the golden spiral as well. Lady, Diesel 10, Splatter and Dodge found themselves warped and stretched into a spinning vortex of sparkling diamonds and bright blinding colors consisting of bright blues, purples, pink, green, and yellow with a smidge of red and orange. Reaching the end of the tunnel, Lady saw another bright blinding light, followed by an increasing pain swelling in her head.

* * *

Gradually opening her eyes, Lady wearily awoke, finding herself laying on her stomach. Lady rests her hand on her pounding head, wincing at the swelling that stung her temple. She tried inspecting her whereabouts, but couldn't make anything out through her blurry vision. Worse still, Lady hadn't yet noticed she was no longer a tank engine, but a teenage girl. Diesel 10, Splatter & Dodge laid across the ground, also in completely different forms, and recollecting their consciousness. Acting on impulsive whims, Diesel 10 leaned on his arms and looked to see Lady across from him. Gold Dust crackled off her as she tried moving forward, thinking she was still an engine. Suddenly, Lady was being covered in Gold Dust. Diesel 10 grinned and lunges forward. From head to toe, Lady disappears in a cloud of Sparkles right as he lands on top of a pile left behind in her wake.

Diesel 10 knelt on top of the Gold Dust and dug his hands into the Sparkles. Then, his palms flinch, realizing he now had hands. Panicking, Diesel 10's head swerved left and right to look at his trembling arms, which then gripped the brown shoulder-length hair on his head. Splatter & Dodge sat up and look at each other. Taking longer than it should, they too realize both looked different and frantically examined themselves. Diesel 10 turned to his right and sees a huge, two story purple building. Golden gargoyles of horse heads were stationed on the very top front of the N shaped structure. Examining the rest of his surrounding, he saw a large, crystal clear base of a statue with no actual sculpture on it. The statue base was centered on a concrete walkway shaped like half a circle with a line on a field of green grass, and a sign consisting of two horseshoes, with the center placed on its side to resemble the letter C standing just at the sidewalk.

Looking back at Splatter & Dodge, he crawled over to the two boys, who were busy poking the surface of the base and seeing their hands phase through the portal in astonishment. Frightened by their bizarre appearance, this strange place, and seeing Diesel 10 crawling angrily towards them through the base's reflection. Splatter & Dodge try escaping into the portal only to bump into each other. Pinchy latches onto both sleeves of their weathered leather jackets and pulls them back on their behinds.

"Listen here, rust buckets," Diesel 10 said, strictly. "I don't know where we are, what's happened to us, or where that no good steamie poofed away to, but the plan hasn't changed. It's time to start proving your wroth, Splodge."

Splatter & Dodge look at each other nervously. Discord showed up and was informed of what happened. Luckily, he knew a good deal about this world and told them all about it and why they were now people instead of engines. Then he explained what they needed to do in light of this sudden shift, in this strange new world, and everything else moving forward. Despite expectations to finish up their crusade then and there, they now had a new mission piled on top of their master plan. Find the lost engine.

* * *

 **To Be Continued.**


	34. Chapter 33: Never Good

**[Please read notes regarding any questions about this chapter after reading.]**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 33: Never Good.**

One afternoon, Emily was happily puffing down Thomas' branchline carrying truck loads of vegetables and flowers to Maithwaite. Every summer, each station from across the Island of Sodor decorates their platforms for the festival of flowers. Winner of the festival will receive a yellow sign reading 'Best Dressed Station', as well as a celebratory party. Passengers waiting for their trains got to look at the various flowers on display and try freshly grown goods straight from the farmlands. Emily arrived at Maithwaite, greeted by the stationmaster as she chuffs in and brakes by the platform. The station had a few flowers on display already, but more was ordered due to some complications. The flowers they had out mysteriously began wilting. Their petals would chip off, the stems were flaccid, and its color turned darker and grayer.

Workmen went to unload the vegetables and flowers from the trucks. But upon peaking inside, the flowers and vegetables were all completely wilted as well. Petals laid everywhere and pilied up inside the crates. Mold grew all over pumpkins, tomatoes, cauliflowers, eggplants, carrots, and cabbages. The brittle flowers drooped against each other on the brim of snapping off. The Stationmaster and workmen were in shock. They asked Emily why she brought them here like this. Emily was just as surprised. She tried explaining they weren't like that when they left. The Stationmaster was worried. How were they going to decorate Maithwaite if they didn't have any fresh flowers or vegetables? Emily wanted to help and thought about going back to get more. The Stationmaster promised her she could help when they need it but allowed her to leave and finish her other jobs instead. Not feeling very useful, Emily blew her whistle and chuffed slowly away with her her spoiled train.

Hiding behind the building, Discord over sees Emily about to leave the station. Unlike everyone there, he knew why the flowers and vegetables were withering away. He's been going around trying to undo the damage being done from the corruption, and keeping Sodor stable as long as possible until another engine is running the Magic Railroad. Discord snaps his fingers. Emily was almost out of the station until the Stationmaster got a glimpse at one of the trucks passing by the platform. He shouted for Emily to stop and blew his whistle to get her attention. Emily brakes and reverses back to the platform. Inspecting the trucks, him and the workman saw all the vegetables and flowers fully reinvigorated and beaming with new life. It was a miracle. No petal chipped off, no stem drooped over, and all the food was clean of any mold. Not knowing how or why, but happy and relieved regardless, the workmen uncoupled Emily from the train and thanked her for bringing them to Maithwaite, showing her one of the crates of flowers the workmen began to unload. Despite how happy she was, Emily was very suspicious. Puzzled, she chuffed away and left them with the rest of the load.

The Stationmaster went over to one of the crates sitting on the platform and inspected them, now growing suspicious himself. Then something even more odd occurred. Inside the crate, a large Venus flytrap the size of the Stationmaster himself slithered out from the collection of flowers. Its jaw was pulled back over the stem but then clamped into place upon emergence and lunged at the Stationmaster. The Venus flytrap roared and began snapping at him. The Stationmaster shouted and fells on his rear. Discord snickered quietly all the while. He was having a good show but knew he couldn't leave things as is just yet. So, he snapped his fingers again and the Venus flytrap disappears. Then, Discord vanished in a white flash. The Stationmaster passed out from fear and confusion.

* * *

The next morning, Emily rolled out from her berth at Tidmouth Sheds. The air was cool and pleasant. The sun shined from the distance and its warm heat beamed down on the Island. Emily looked to her right and saw each berth was still empty. It had been two days since they left to look for Thomas after he went missing on his mission to find Lady. Now it seems the rest of the Steam Team have gone missing too. Emily was worried. How long were they going to be gone for? When will they come back? Were they lost? Did they turn into Husks? Emily didn't know what was going on as her imagination went wild.

Sir Topham Hatt pulled up in his car. His heart sank upon seeing the empty berths as well. He hadn't had any time to visit his engines after sending them off on their search party. All of the commotion going on in his Railway kept him extremely busy. Miraculously, however, things have been pretty slow the past few days, almost like something was maintaining some kind of balance and order. With that, Sir Topham Hatt had some time to check on his engines. He half expected them to all be in their sheds. Now none of them were here. The only engine left was Emily. He walked towards her, still lost in thought over what could've happened to her friends.

"Sir!" She gasped.

"Emily? Wha-what happened to all my engines? Haven't they returned yet from finding Thomas? They were supposed to be back days ago."

"No, Sir. I don't know why they're not back."

Sir Topham Hatt turned away and placed a hand on his forehead. "This is not good at all. With the railway in complete disorder and now my engines gone missing, this could set us back months."

"Well, you see,"

He turned back to her. "Do you know where they are, Emily? Where did they say they'd look first?"

"They went to look for him around the Kirk Ronan Branchline."

Sir Topham Hatt shook his head. "Oh. Deer, oh, deer, oh deer. Whatever could've happened to them?"

Emily hesitated in her response. Toby had asked Emily to tell Sir Topham Hatt all about the Magic Railroad's corruption, Thomas' important job, and where they really went to look for him. Since no engine has returned yet, now felt like a more urgent time then ever to let Sir Topham Hatt know what's really going on with the railway. Even if it would mean getting in trouble, their safety was more important than worrying about being punished.

"Sir. There's something I need to tell you."

And so, Emily told Sir Topham Hatt everything. Though she didn't know fully what was going on with the Magic Railroad, nor did she understand it or the concept of Gold Dust, she explained everything they knew about it. Everything from the Magic Railroad, it's corruption, and the possibility of Lady gone missing along with her magic, causing all the accidents and turning engines into Husks. She explained Thomas' mission from Mr. Conductor, her friends going into the Magic Railroad, and the ever-looming danger they faced of getting lost or running into Diesel 10, revealed to have never left Sodor and the cause of all this.

At first, he was concerned and eager to find out what happened to his engines. But upon learning everything, Sir Topham Hatt grew even more deeply concerned, and also furious.

"You're not mad. Are you?"

Sir Topham Hatt kept his composure but was still fuming from within. How could they keep this from him? Engines crashing, turning into Husks, and leaving the Island to look for Lady without consulting him or asking permission. All of this was happening and he had no idea what was going on and why. On top of that, Diesel 10 was residing on Sodor all along and he never knew any of that either. His engines were somewhere in the Magic Railroad with Diesel 10, lost and afraid, no doubt jumping from world to world on an endless search. After pinching the bridge of his noes, Sir Topham Hatt spoke.

"Are you telling me, that my engines have been keeping this a secret all this time and just now decide to tell me after all the damage Diesel 10 has caused?"

"We didn't say anything because we were worried you wouldn't let Thomas go into the Magic Railroad."

"Well, they were right to think so," He said with placing his first on his hips. "What was Mr. Conductor thinking sending poor Thomas on this quest? And now all of my engines have gone after him. They're probably lost in some other world as far as we know, with Diesel 10 on the loose of all engines."

Emily didn't like the sounds of it either.

"What even is a Husk?" He asked.

"A Husk is what's left over from an engine, after they've been stripped away from their being. That's what happened to Duck."

She went into more detail about Husks based on what Henry saw and what Edward described. She told him that Henry found Duck parked by Welllsworth covered in rust and falling apart. Sir Topham Hatt stroked his chin.

"Hmm. That doesn't sound right. Duck seemed perfectly fine when I saw him."

"He was? What do you mean?"

"Well, Harold managed to find him yesterday and brought Duck to the Steamworks for a check up. He was in excellent condition too when he was found."

Emily was confused.

Sir Topham Hatt explained further. According to Sir, Duck was found and brought to the Steamworks by Harvey yesterday after Harold the Helicopter spotted him parked by a siding on Wellsworth. When Sir Topham Hatt paid Duck a visit, he was up and about and feeling grand. He didn't look at all like how his engines described him. Emily was surprised. However, she didn't know that Harold was also suppose to tell Sir Topham Hatt about the Magic Railroad and how Duck got turned into a Husk. Because of all the accidents popping up on the railway, it sounded like neither of them could meet up, so Harold couldn't explain where his engines went. And now, Sir Topham Hatt claims that Duck is as good as new too. How did he end up back to normal again?

"At worst, Duck told me he had no idea how he ended up at Wellsworth, which is rather odd now that I think about it. But he was perfectly healthy, so I sent him back to work. Not that I don't believe you, Emily, but are you sure Duck was a Husk at one point?"

"I don't get it… Henry told us that he was a Husk."

"Right. And you all knew this too and still said nothing about it?"

"Not until Henry showed up, Sir. That's why they agreed to go after Thomas in the Magic Railroad. I know it seems bad, but,"

"But nothing," He said firmly. "Mr. Conductor is a good friend, but these are my engines. I am responsible for them. What you do and whatever happens to you is of up most concern to me, Emily."

"I know," Emily said, shamefaced.

"He doesn't go around telling them what to do without my say. Not one of my engines should've ever gone in there unless told otherwise. Ow, why couldn't he just tell me this himself instead of putting my engines at risk?"

"Because Diesel 10's been using Gold Dust to hurt all of us. Our railway is in serious danger," She said urgently.

"Hmm. That it is."

"From what Percy and Toby told us, it sounded like there wasn't much time to explain. Some engine had to go in there and look for her, and Thomas has been in the Magic Railroad before."

"The others haven't been in there though. They don't know where they're going," he said worrisome. "If Percy or any of you had just told me what was really going on, we could've figured out a solution together."

"And Thomas would've been forced to come back, leaving our home to crumble at Diesel 10's claw," She said, bluntly.

Emily knew the urgency of the situation and tried convincing Sir Topham Hatt of Thomas' and everyone's reasons for going behind his back, firing back at Sir Topham Hatt for wanting to pull Thomas away from his mission.

Cross at first over Emily talking back to him, Sir Topham Hatt then stood and pondered for a while. He didn't know much about the Magic Railroad. He only knew about it through tales passed on from stranger to stranger. He wasn't sure if it was safe or dangerous with it's current condition. This began to worry Sir Topham Hatt even more. There was no telling what happened to his engines given the state of the Magic Railroad. Regardless, now that he knew partially the whole story, he felt the need do something to save his engines and railway.

"Soon our whole world will fall apart unless Thomas and the others bring Lady back to the Railroad," Emily commented.

"Hmm. Well, we best do something about that then," He said walking over to Emily's cab.

"Sir? What are you doing?"

Sir Topham Hatt climbed on board Emily's cab.

"Come along, Emily, we're going to the Magic Railroad."

"We are? What for?"

"To find our friends and set things right of course. If they're in danger than we need to rescue them. Now, off we go then."

Emily wasn't sure what he had planned. She blew her whistle, and reluctantly drove out of her berth and onto the turntable, setting out to Kirk Ronan Branchline.

* * *

Emily and Sir Topham Hatt stopped by a water tower and coal chute to refuel in preparation for any long journey they may find themselves on. He stopped at a few stations to inform the guards that he's off on important business, and is leaving every Stationmaster and Conductor in charge. Afterwards, they went back on their search. It took a long time to find the Magic Buffers. But eventually, they reach the Buffers, still stationed in it's mossy glory at the end of the siding. Emily chuffs onto the siding and inspects the buffers hesitantly.

"Could this be it?" Sir Topham Hatt asked Emily.

"I don't know. I guess it is."

An eerie wind breezed pass the buffers. Emily wasn't so sure what to do now. She had never known about the Magic Buffers upon her arrival to Sodor and was still a little behind on how it works. How do they work even?

"Right then. Let's not waste any time," Sir Topham Hatt said leaning back inside her cab.

"We are going to help Thomas and the others after finding them, right Sir?"

"Emily," He said strictly. "We're not discussing this now. We'll worry about that afterwards. Right now, we need to find them before anything else bad happens."

Trying to remain confident, Emily built up speed and charged towards the Magic Buffers. A spiralling gold portal opens up, reverberating train whistles and signal lights switching blare off the surrounding area. Emily and Sir Topham Hatt braced for impact as they found themselves passing through the portal and chuffing along the tracks of the Magic Railroad. Meanwhile high above, Discord was watching them from behind some trees.

"Interesting," He grinned, before teleporting away.

Chuffing along the dark passage of the Magic Railroad, Emily and Sir Topham Hatt inspected the tracks and the thorny tunnel surrounding them. This was their first time in the Magic Railroad. They didn't know why, but somehow this gloomy desecrated line isn't what they image the Railroad is suppose to be. Nothing here screamed magic at all. Emily was amazed, curious, and a little dismayed. If the Magic Railroad really is falling apart, then this must be a stage in it's descension into nothingness. Sir Topham Hatt has worked on his railway for a long time, but to hear all this time a Magical Railroad that bridged other worlds to theirs was right under his nose this whole time boggled him. With all the chaos and disorder on Sodor and the look of this Railway, he now at the very least understood the urgency Mr. Conductor pressed when sending Thomas to go look for Lady.

Soon, they came across a set of switches; one pointing left and the other pointing right. Emily came to a stop just before the points.

"Oh, no!"

"What is it?"

"There's points in front of us. Both going in two different directions."

Neither of them knew what to do now. Which direction do they go down? Unbeknownst to any of them, Discord flashes behind Emily's tender and peaks in their direction. Then he flew up and slithers slowly over her tender pass the coal and floated behind Sir Topham Hatt in Emily's cab.

"Now where do we go?" He asked.

Discord smirked and leaned in close to his ear.

"Why don't you try going right."

Startled, Sir Topham Hatt turns around only to see nothing. Where did that voice come from? His heart skipped a beat. He though him and Emily were the only ones in here. Was someone else with them?

"Sir?" Emily asked. "Everything alright?"

"Uh, just fine, Emily."

He turns back around and held onto the side of her cab. The voice appears again as Discord lingers over Sir Topham Hatt from side to side filling his head with thoughts.

"Right is always the right direction to go, wouldn't you say?"

Growing concerned, he looks over his shoulder and still finds nothing. Looking a head of him again, Discord reappears and floats behind Sir Topham Hatt again.

"I mean, who doesn't love being right all the time, am I right?"

Sir Topham Hatt was perplexed. Why was there a voice telling him where to go? He wondered if he was either going mad or if the voice was trying to tell him something, unaware of the smirking Discord still lingering close by while he contemplated, tapping the side of her cab with his fingers.

"Um, Emily, I think we'd ought to go right."

"You sure?"

"Err… Yes! Right is the right direction."

"Okay. If you say so, Sir."

Emily blew her whistle and went down the tracks heading to the right. Discord remained floating in the air, smiling and chuckling to himself as he watched Emily chuffing down the tracks leading them towards Canterlot High.

* * *

Sunset Shimmer sprinted down the streets as fast as she could. After writing to Princess Twilight about the genie, she surmised that the creature they might be thinking of could very well be Discord, the spirit of chaos and disharmony. If this was in deed Discord, Sunset had to get to Thomas fast. Now that she had an idea of who they were up against, she became even more worried for Thomas and berated herself for leaving him all alone, knowing Discord could pop in at this very moment and torment him now that he's by himself. She hurried and arrived at her complex as she skids across the sidewalk, hopped up the concrete steps and barged through the door.

"Thomas?!" She called.

Sunset panted as she closes the door behind her and places her satchel aside. Thomas was startled at first but said nothing as she continued calling his name urgently. She finds him sitting on the living room couch with his arms sternly crossed. He was looking rather angry.

"Thomas!" She ran over and crouching down in front of him, "Did he show up? Was the Genie here?"

He turns his head away. "Yes."

"Well? What did he do?"

Thomas didn't make eye contact with her. He gritted his teeth, then spoke.

"He just showed me things with his magic and told me to stop redeeming Diesel 10. He even turned your room into a beach after you left."

Sunset felt relieved but was confused over his demeanor. Why was Thomas acting so distant?

"Did you find out what his name was at least?"

"I did." He still wouldn't look at her. "He said his name was Discord, or something."

Sunset's eyes widened and her jaw hung open. She knelt on one knee, leaned up and grabbed both of Thomas' shoulders anxiously.

"Thomas, listen to me. Discord is very dangerous. You can't trust anything he says. I don't know what happened between you two, but if he's really behind everything then we're in serious trouble."

Thomas finally looks at her, but with a nasty glare.

"So, does that mean you really didn't turn into a raging monster and had to be stopped by having magic turn you back to 'normal'?"

Sunset let's go of Thomas and stares at him perplexedly.

"What's gotten into you? Why are you acting like this?"

"I could ask you the same thing."

She sat with both knees on the ground, firmly placing her fists on her hips.

"Okay. What did he tell you?"

He didn't answer.

"Thomas! What did he say about me?!" She asked again, fed up with his grimace.

Frowning, Thomas sighed then got up and walked over to the TV set. He looked at the video game box he and Sunset would play with. 'Was that not real either?' Thomas thought. Was Sunset really not genuinely nice? Was she only being friendly because of the Elements of Harmony? How could that be true? Everything they did, everything they've shared between each other. How could all that have come from some magical artifact that disciplined her into behaving better? It didn't come from her; none of it did. She never learned her mistakes, she was forced to see them as so.

Sunset approached him tentatively. What was going though his head? What did Discord say to him? Thomas said he was told to stop redeeming Diesel 10. What did that have to do with her? She had a good idea, but was too afraid to assume.

"Thomas?"

Looking over his shoulder, eyes filled with pessimism, he turns around to face her and explained everything.

Discord showed up to talk about Diesel 10 and his concerns for Thomas' pursuit to help him change for the good. Knowing Thomas wasn't going to back down and convinced by Sunset Shimmer's own redemption story regardless of whatever Diesel 10 does to him, Discord tried to convince Thomas otherwise by showing him events of Sunset's past that played out slightly different then how she described it. Though it still didn't phase him at first because he knew Sunset was a good person now. However, what really got him to cave was seeing Princess Twilight and her friends tapping into the Element of Magic and using it to transform a demonized Sunset Shimmer into her human self again. They stripped her of any magic she had and seemingly turned her into someone completely different than the person was moments before the fateful rainbow tornado zapped away any evil contained in her, including the snide persona she proudly grew into.

'The most powerful weapons in all of ponydom', made more sense to Thomas now than it did when learning what the Elements of Harmony were. Sunset didn't know what to think. Discord had completely warped his mind. He was convinced Diesel 10 cannot be redeemed anymore, not unless magic is used; magic he believes turned Sunset into a good person against her will. Sunset Shimmer; the only reason he believed there was a chance for him. Seeing how she needed to be redeemed through magic convinced Thomas that the only way Diesel 10 will ever be good is by using the elements on him.

"Thomas. You don't actually believe any of that, do you?" Sunset asked, worrisome.

He hid his hand in his pockets and avoided eye contact by darting at random spots on the floor while contemplating everything he knew in light of recent events.

"But… I thought you didn't care about what I did? What about everything you said? You told me everyone makes mistakes even if we don't realize it a first. How we can all make room for our better selves to grow? Don't you remember?"

"Yeah, well, that was before I realized Diesel 10 can't be good. Before I knew you didn't actually learn from your mistake."

Sunset was taken aback. "Excuse me?"

Thomas shuts his eyes, taking in a breather, then opened them again.

"It's not the crown stealing, hypnotizing, or monster transformation that I'm mad at. You told me you redeemed yourself after realizing what you were doing, Sunset."

"W-what are you talking about? I did reform myself."

"No, the Elements of Harmony did. Twilight Sparkle and the others used its magic to turn you into a different person after you went out of control."

"That's not how the Elements work."

"Oh c'mon, Sunset. You were mean to others and took joy in how badly you treated people. You were even ready to take over an entire world once. Then your friends zap you with a rainbow tornado, and now all of a sudden you're a good person?"

Sunset glared at him and grew more cross.

"They saved me from making a mistake I was going to regret. The magic I tapped into was too much for me to handle, and it turned into the very thing I didn't expect to become. All the Element of Magic did was wipe away the darkness that corrupted me."

He turned away and tuned her out her.

"I let magic, power, and ambition turn me into a monster. That was my mistake. But Twilight Sparkle saved me by showing me there was another way."

Thomas looked over his shoulder. "Oh yeah? And what's that?"

"The Magic of Friendship."

Thomas grew cross and looked away again with his back still facing her. Sunset felt rather offended when Thomas turned away.

The last two days on their crusade to redeem Diesel 10, she kept mentioning magic and friendship and how friendship is magical. Even reminding the Twilight from Canterlot High of the time when she turned into a power crazed maniac. Just how many of them were corrupted by magic? How is friendship magical? Is that what they associate magic as in the Elements? Was she misconstruing a concept as a power source? This confused Thomas greatly. He didn't understand how the two concepts mix together at all and dismissed her entirely. Did she even want to be his best friend? Or was it just the friendship aspect of the Magic's affects indulging her in such?

"So, they did use magic to change you!"

Sunset was fed up. "No! You don't get it. Let me explain."

"No, you don't get it. Friendship and magic are not the same."

"Yes, they are."

Thomas turned to his side. "Friendship is being nice and having fun with someone you care about. Magic is the amazing whimsical stuff you and the others can do. Its what Lady can make and provide our world with. And from what I just learned today, it's also a means to make someone good against their interests."

Sunset pinched the bridge of her nose and slipped a frustrated groan.

"Call it whatever you want, Sunset. It may instill friendship onto others, but at the end of the day, it's only magic."

She looks at him. "Look, I'm sorry it didn't work out with Diesel 10, but your wrong about me. This is exactly what Discord wants, Thomas. He's tricked you into believing magic changed me against my will. Discord's trying to turn you against me!"

"He didn't trick me into thinking anything," Thomas said, looking at her. "He showed me the truth. Who you really are."

"Why does that even matter to you now all of a sudden,"

"Because Diesel 10 will never be good unless you use magic to make him so!" Thomas interrupted, hanging his head. "And that's not right. People should be nice because _that's_ the right thing to do."

"But I'm not a good person because of magic. I'm good because I want to be," Sunset was getting upset, she was losing her good friend. "Please, Thomas! Why won't you believe me anymore?! I am a better person now!"

Thomas fired back, facing her again with his piercing eyes.

"No. You're just like Diesel 10."

She stepped back. His remark struck her hard. Sunset was horrified by what she just heard.

"You were never good!" He shouted. "You're only good because someone or something made you that way! Tell me this right now; If I had met the same Sunset Shimmer who wanted to take over Equestria, and told her what she's doing is a mistake, without using magic, would she listen?"

Sunset's heart raced, her head was light, her limps were stiff and her stomach curled. She was on the verge of tears. How can he be saying such things? She wanted to tune them out but his words stung her harder than anything she felt in a long time.

"Would that Sunset Shimmer, the one you said yourself would never be friendly to me at all had we met then, drop everything she's doing and turn over a new leaf? Huh?! Would she?!"

Finally, it was too much for her to take. Forearms locked, eyes building up tears, Sunset Shimmer spun away from Thomas, and cried. Thomas panted slowly, staring angrily at her still. Listening to her crying, however, he gradually transitioned from frustration to concern. Everything he just said to her finally struck him right then and there harder than any dark shadow magic could. He felt terrible. Even more so as he heard Sunset trying to compose her self through her cries only to break down again. His arms fell, slouched over with disgrace, and dejectedly stared at Sunset. Knowing he said too much, he wanted her to stop crying and tried reaching out to her, realizing he crossed the line.

"Sunset?"

Sunset Shimmer knew all too well what kind of person she used to be. She would only ever bring it up to poke fun at it, and never liked talking about her old self for any other reason. The reminder only hurts. To hear Thomas opening old wounds again pushed her into an uncomfortable corner with no escape. He was too convinced she was under the influence of magic, that the kind, friendly person he got to know the past week was nothing but a product of Princess Twilight's magic crown. What hurt her the most was Thomas speaking some truth to his accusation. She never would've realized her evil ways and stopped her pursuit to take over Equestria. Sunset would've never become Thomas' friend back then; back when all she did was drive friendships apart. She did enjoy it; that's who she was. But Sunset's different now. Why can't Thomas see this?

She finally stopped crying, wiped away her tears, and let her arms feel to her side. Sunset's head hung low and her fist clenched tightly. She was now seething with anger. Discord had taken Thomas away from her, maybe for good. Whatever the case was now, Thomas made her upset, and Sunset's only response was to lash out at him in return for being so naive and ignorant towards the Magic of Friendship. But she couldn't bring herself to do so; not to her best friend. So, Sunset tried to remain her composure.

"I am _nothing,_ like Diesel 10. That's the last time I _ever_ wanna hear that comparison again. But you're right about one thing at least." Sunset looks over her shoulders, head low and eyes filled with anger. "I was never good."

* * *

Thomas was worried. Sunset went over to the living room couch and sat down in a fetal position with her knees locked under her arms and feet resting on the cushions. She sat there for a minute, blankly staring at the floor with Thomas anticipating what she's about to say before finally speaking up.

"I loved being bad. It made me feel more important than everyone. Acting mean gave me power. I could tell people what to do and they'd listen." She closed her eyes, inhaling and exhaling. "It was just... so easy. I was convinced I could rule Equestria. I wanted to be princess so badly. But my ambitions were too far from reach. When I acted mean, when I put others down, broke them apart and push them around, it brought me closer to what I wanted and so much more."

Gingerly, Thomas goes over and sits on the couch across from her while she continued talking.

"Fluttershy, Rainbow Dash, Applejack, Pinkie Pie, Rarity," Her head rose up. "Twilight Sparkle. I drove them apart, but she brought them back together. She showed them that the bond they share is stronger than anything a magical element can contain. A bond that ties us all together and united them to prevent my obsessions from getting the better of me. They may have used magic to wipe away the corruption, but it was their friendship that really saved me."

Thomas listened to her go on, feeling more and more penitent. Sunset explained how she never would've realized what she was doing. Not on her own. It was their friendship, the magic of friendship, that showed her there was more to its power. Something she was too blinded by power to see. She reminisces the moment she felt lost and alone after leaving behind her old ways. Sunset knew next to nothing about friendship. Pushing people away for so long made it difficult for her to make any. Nobody wanted anything to do with her. And this nearly broke Sunset even more than realizing her mistakes. Eventually, with the help of her friends, she was able to over come her insecurities and gained the trust of everyone at CHS, cementing a new-found bond with her friends and fellow students. She found a family.

"They could've easily thrown me aside when all was said and done, for everything I did to them. Just, leave me to be forgotten. But they took me in and helped me become a better person. They showed me the right path so I could embrace my true self. I saw what the old me can become with so much power and I'd give anything to erase those mistakes. Twilight Sparkle and the others gave me that chance, by offering their hand in friendship. After what I've been through, that's all I ever really wanted anymore."

After the long discussion, they sat for a good minute while Sunset stares at the TV screen across the room. She thought about her friends, what they did for her, what she did to make things better, what they accomplished together, and how far they've come to reach this moment in their lives. They forgave her, they accepted her repentance and plea for change, they never gave up on her. That's what made them the best group of friends, and why she'd never want any other.

Sunset smiled occasionally, thinking about her friends and the second chance they gave her, but was reminded of her current situation and became sadder still. Thomas could see this, and it make him feel just as worse.

"… You can always rely on your friends. To be there for you. To forgive. To forget…" Her voice cracked faintly, "'cause I never could."

She laid her head on her arms and faced away from Thomas, looking at Sunset with contrite. Sunset shuts her eyes to stop the tears from leaking. Thomas shifted closer to Sunset and tried reaching his arm out in an attempt to comfort her.

"You should probably get going," Sunset murmured. "Lady needs you. Your home needs you... Your friends,"

"Sunset,"

"Just go."

She buried her face in her arms. Thomas' arm froze in place then arched back, letting it fall on his lap. He knew approaching her wouldn't be appropriate right now, not after everything he said. He leaned against the couch and just sat there, thinking about what she said.

If offering her friendship changed Sunset for the better, how come Diesel 10 didn't accept his when given the chance to fix his mistakes? Why did Sunset Shimmer suddenly go from being evil to good if it wasn't magic that changed her? Magic did change her as far as he was concerned. It forced her into viewing friendship the same way Twilight and the others did. If friendship didn't work on Diesel 10, and it wouldn't work on Sunset in the past, how did it work after she was zapped by magic? What was it that really changed all that? He still didn't understand none of it. He couldn't grasp how friendship and magic coincided. Then he grew a bit cross as Thomas realized the other girls had a part to play in using the elements to change Sunset.

Finally, Thomas slowly got up. Head hung low in shame, he walked over to the front entrance to leave Sunset's house. He opened the door and stood between its threshold for a moment of hesitation, wondering if he should really leave her like this or stay and try to make up for what he said. Feeling like he's done enough damage, Thomas looked over his shoulder to see Sunset still seated on the couch with her faced buried in her arms. He didn't know what to say. So, he said nothing. Turning to faced the front, Thomas closed the door behind him and left Sunset's house.

About to walk off, he instead remained on the steps. His back pressed against the door as he looked to the sky with his head still swirling. 'Why did I say all that?' Thomas thought to himself. He didn't mean to make Sunset upset, but the heat of the moment took control and Thomas began blaring out what was on his mind. The frustration built up from the realization of Diesel 10's lack of interest in being good, and Sunset's interest being influenced was too much for him to accept. Everything he believed in was pulverized.

Thomas examined Mr. Conductor's whistle, held clutched in his hand. The only thing he had left to believe in was his mission. Save their worlds, save the Magic Railroad, and save Lady. Thomas' eyes shut, his teeth grit and his hand gripped the whistle tight. His eyes open and head rose, determined, fuming, and persistent. He still had a job to do, one he plans on completing today. With this at his forefront now, Thomas then stormed off down the streets back to Canterlot High and on his way to complete his job.

* * *

After Thomas left, all was quiet. Sunset's feet fell to the floor after releasing her arms from her knees. She leaned against the couch, then wearily got up. Walking up to her bedroom, Sunset went over to Ray's tank and crouched down in front of it. He was still asleep, but soon awoke after noticing her and crawled out of his rock hide.

"Hey, Ray."

Dreary at first, he then saw Sunset smiling at him but with water building up in her eyes. She reaches in and takes him out of his enclosure. Both smiled to each other. Sunset held and petted him gently on the head with her finger. Ray didn't know why she looked so upset. He began waving his claws, trying to reach out for her.

"Ray," She whimpered.

Sunset pulls him close and allows Ray to hug her. She stuttered in her weeping as Ray embraced her nose while licking her cheek. Then Sunset walks over to the window. Letting go as she brought her hand down to about chest level, Ray and Sunset peered outside to see the sun blocked by clouds left over from this morning's thunder storm with only beams shining from behind and poking through. Sunset stood and watched the skies while petting Ray.

All Sunset ever wanted since meeting Thomas was to get to know him and be his friend, seeing something in him that made Thomas special. She succeeded too, even becoming his best friend. Since then, the two have been through and shared so much in such a short time. At first, she was worried about telling Thomas her past, fearing he would judge her for what she used to be. But after telling him the first time, she was relieved to learn that Thomas was very accepting of it. He believed that because she learned from her mistakes, everything from her past didn't define who she is today, that Twilight and her friends only forgave and offered Sunset friendship after coming to said realization.

But now, he's convinced that their friendship was never real, all because he was shown how Sunset was redeemed through the magic of friendship, mistaking it as some kind of magic spell that altered her entirely. He believed Sunset never reformed out of any desire to be good. It was all magic that made her who she is today.

The last thing Sunset ever wanted was for Thomas to think badly of her because of her past. She never liked having the CHS students treating her this way before and has done all she could to show she wasn't a terrible person anymore. And though she succeeded in convincing all her friends that she was better now, Sunset still worried and carried that fear of losing their trust, and thinking she was nothing but the bad bully she was before. Once again, this fear was now a reality. Thomas, was someone near and deer to her who she didn't want to lose to these assumptions. This was exactly what she was afraid of happening, what she was afraid of losing. Sunset Shimmer had lost a good friend.

* * *

Feeling more tears welling up, Sunset looks to the sky, seeing the clouds slowly pass by the sun while continuing to pet Ray and stuttering on her next words.

 **Sunset Shimmer:** "… Like a phoenix burning bright, In the sky."

"I'll show there's another side to me, you can't,"

 _(Sunset paused, nearly choking up as she brought her fist up to her mouth holding back her dejection. After struggling to keep her tears at bay, she looked back out through the window and onto the streets and skies again, skipping a head and continuing on.)_

"I may not know w-what the future holds,"

"but hear me when I say."

 _(The sunshine rays disappear behind the dark clouds, leaving the streets of Canterlot cold, lonely, and miserable again. Not feeling it anymore, she finishes off before hanging her head low in sorrow.)_

"My past does not define me. 'Cause my past is not today."

* * *

 **To Be Continued.**

* * *

 **Remember when I though bringing the Steam Team to Canterlot High would rub people off the wrong way. Like maybe I'm throwing in too many characters, making it hard to keep track of who to follow and what not? And people will want to stop reading because it's becoming to convoluted? Well, I feel the same may apply for what just happened here. Allow me to explain.**

 **This was pretty much the chapter I was building towards, the one that ultimately convinced me to create this story from the start. I remember way back before Equestria Girls first came out, the My Little Pony craze was everywhere. I was one of those people who didn't mind the show but didn't get why it was so popular. Magic ponies just weren't my thing. I like the animation however and expressed interest in seeing it utilized were the main cast consisted of characters more to my liking, that being people. As if Hasbro over heard this, Equestria Girls came out a year later. Knowing full well of my statements, I had to check it out. I was mixed at first. I knew nothing about the show so the references and moments were the movie paused to focus on certain characters went way over my head. But what ultimately confused me the most was how Sunset Shimmer suddenly became easily remorseful after being struck by the elements. I remember thinking 'what is this care bare nonsense?' She decided she didn't like being evil just like that? Not for that reason specifically, but that's when I sort of shoved it aside and forgot about the EG franchise, thinking it would never catch on.**

 **However, it wasn't until last August of 2017 when I decided to sit through and watch all of the sequels that came out all the way to Magical Movie Night. As I'm watching them, I found myself thinking about how Sunset was redeemed more and more. I still didn't know why it was portrayed the way it was. Even in Rainbow Rocks she might as well have been a different character. On top of that, I was becoming invested in the franchise a little. And in the end, I was all for her character becoming a main stay and genuinely a lot better than her debut. So, the franchise, the Equestria Girls side at least, started growing on me. I've been a Thomas fan all my life and I'm always following Thomas related media. So, when those two franchises start becoming the forefront of my thoughts, many ideas started piling together. I constructed scenarios where the two franchise would intertwine. That's when I got the idea to answer a question I was curious to explore. Is Sunset good because of the elements? You'd think after all the movies and clips that the answer would be obvious. But I wanted to explore it a little more. After this concept of ideas became more intriguing, and finding little to nothing from other fanfic writers that wrote these characters the way it would play out in both shows (At the very least in a way I wanted to see it), it pushed me to make this story a reality.**

 **And that's how Welcome To Canterlot High was born! Could I be telling this story a little better? Maybe. But with everything building up to these final chapters, I'd still like to tell the story this way. So, yeah, maybe Thomas might be out of character here, but considering how this type of scenario or conflict wouldn't be touched upon this in depth in either medium, it's not exactly determined how his character would handle it. And that's what Fanfictions are all about, to make something they'd never put in the show themselves. That being said, I've also tried applying the same tone, rules, and general feel as much as I can from both shows. All in a way that feels like this is what would happen if both franchises crossed over.**

 **Long story short, this is the story I want to tell. Top it off with Thomas the Tank Engine thrown into the mix and the rest is history. If this was not the story you wanted, or you don't like where it's going or how I chose to handle it, I understand if this is where you decide to stop reading. I know I've harped on this before** **, but I have a hard time picturing anyone will support how I chose to tell this story. And that's okay. For those that are about to stop or still reading on till the end, don't fret. like I said, I've tried to govern the same rules that both shows are grounded by. So, I'll leave it up to you how the next few chapters will play out. Hopefully you understand a little where I'm coming from as we move on to the last 7! See you all next chapter!**


	35. Chapter 34: Friendship is Magic

**Just giving a heads up, I'm more than willing to answer any questions after reading this chapter. I might have made the moral here a little more complex than needed. I went deep into it to the point where it's basically all over the place. So, if you like we can discuss what happened in this chapter and clear the air if this didn't do so. I'm hoping it does come across to some though. In this chapter, Thomas must deliver the magic whistle to Lady and bring her back to the Magic Railroad. But, will his own conflict and feud with Sunset get in the way of completing his job? Will he finally see what she and the rest of her friends believe in? Will he learn what it means to give and receive friendship? How much will this manipulation affect him? Hope you liked this chapter and stay tuned for more. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High**

 **Chapter 34: Friendship is Magic**

The Girls and Engines all waited by the Wondercolt Statue. They sat, stood, paced, and occupied time until Thomas and Sunset return. Earlier, Diesel 10 found Thomas' friends and threatened to lock them in the Magic Railroad. Thomas and Sunset arrived on time and tried putting a stop to his attack by convincing Diesel 10 that it wasn't too late to start being good again; that he could save Sodor and clear his name from his past actions. Hoping Diesel 10 would stop his evil ways, Thomas offered him the Gold Dust filled whistle as a peace offering, giving him a chance to bring Lady back with them. But instead, Diesel 10 decided his hatred of them and Sodor was too great, that being bad is all he's good at. In return, he lashed out on Thomas, nearly ripping him to shreds before Twilight Sparkle and her friends stepped in and rescued him, driving off Diesel 10 with their magic Geodes Crystals. The ordeal left Thomas beaten, pressing Sunset to take him back to her house for treatment.

Thomas had the whistle on him so they couldn't restore Lady's memories until he comes back. With Diesel 10 still being chased off and Lady with the CMC, they knew there was no urgency in terms of her safety, but with the knowledge that the Magic Railroad was on the brink of destruction they began to grow impatient.

"Ugh, where are they?" Rainbow Dash said. "We can't wait any longer."

"Any news?" Rarity asked Twilight.

Twilight looks at her phone.

"Nothing but the text I got earlier." She reads over the Sunset's text. "'Taking care of him now. Off to the pharmacy for bandages and medicine'. That's all I got so far."

"Take it easy, Rainbow Dash," Applejack. "Sunset's doin' her best."

"I know. I'm just... You saw what Diesel 10 almost did to Thomas."

"You don't have to remind us," Edward said, solemnly.

The Engines were in just as much distress over their friend. Diesel 10 could've seriously hurt Thomas. After refusing Thomas' offer and from the looks of him after he was carried off, it seems he already did.

"How could Diesel 10 do such a thing?" Toby said.

"He's never done anything that evil before," Henry said.

"I can't imagine Thomas thinking he can still be good after that," Gordon said.

Twilight read over the text on her phone again, looking rather disquiet.

"What's the matter, Twilight?" Fluttershy asked, noticing her unease.

"Why did she leave Thomas all alone? What if the Genie shows up and tries manipulating him again?"

"Not a chance," James said, confidently. "We told you girls already; Thomas would never abandon us for him. We're his true friends."

"You think he'll try a different tactic in light of having enough sparkles to restore Lady?" Spike asked.

"That's what I'm afraid of," Twilight said, bleakly.

"Let's just hope Thomas ain't that gullible enough to fall for whatever fancy schmancy tick this Genie might pull next," Applejack said.

Pinkie Pie tucked and rolls from behind the base then stood straight. She wore an army helmet and black paint smeared across her cheeks, looking stoic while saluting.

"Any sign of Diesel 10?" Twilight asked Pinkie.

"Mission Report; Cost Is Clear! No Sign Of D10 Or His Goonies!"

"Uh, good," Applejack said. "At ease."

She salutes then tuck and rolls away again. Applejack and Rainbow Dash shake their heads while smirking. Fluttershy slouched over the mention of Diesel 10's goonies.

"I'm sorry about Splatter & Dodge, Darling," Rarity said, comforting her.

"They made their choice," Gordon said. "Those good for nothing diesels are no better than the one they follow."

"And after we took them in too," James said.

"But they did want to be better," Fluttershy said. "Diesel 10 only scared them into working for him."

"Didn't exactly take them long to switch sides though," Spike commented.

Fluttershy's face buried into her hands. How could they turn on them like that? All this talking from Thomas led her to believe even Splatter & Dodge could be better too. They were at first, or so they believed, as they eagerly attended their party and denounced their allegiances to Diesel 10. However, when he did show up, Splatter & Dodge immediately went back to his side for fear of what Diesel 10 would do to them.

Meanwhile, Percy was standing near the sidewalk where the school sign was and stared in the direction Thomas and Sunset went. He was worried about Thomas the most, unable to get the image of Thomas lying motionless on the ground, beaten and torn. No engine has ever done anything so cruel before. On top of that, he felt guilty for not doing much after stepping in to protect him. It was the scariest thing he's ever done. Percy, like everyone else, wished they did step in even when Thomas told them not to. Twilight Sparkle stood beside Percy.

"I'm worried about them too," She commented.

Worried, Percy looks at her, back in the direction in front of them, then at the ground.

Twilight tried reassuring. "Sunset's taking good care of him. They'll be marching back here better than ever in no time. Just you wait."

He hesitated in his next response. Unlike him, Sunset could actually protect and take care of him, something Percy felt ashamed for being unable to do himself. He wouldn't be able to stand up to Diesel 10 like she did. Sunset could do practically anything. This was probably why Thomas liked her a lot, why she's his best Canterlot friend and why he's been spending more time with her and not Percy.

"Do you think Thomas prefers Sunset over me?"

She raised a brow. "Why do you ask?"

Percy kicks the ground casually. "I don't know. He calls her his best friend from Canterlot. She's smart, powerful, and fearless. Everything I'm not."

"I doubt that. You seemed pretty fearless being the first to step in when things got bad."

"Sunset stepped in too."

"Only because you did. How long has this been on your mind?"

He shrugs shamefully. "I don't like doing all this scary stuff, but I put up with it because my friend needed me. At least, I thought he did."

"Just because Thomas has another best friend doesn't mean he plans on getting rid of you anytime soon."

Percy hugs his arm. "But I couldn't save him from Diesel 10. Not like Sunset or the rest of you did. I wouldn't even know what to do if I found Thomas as he was moments ago. Sunset knew what to do. She knows everything. That's why she's the better best friend."

"Now that's just ridiculous," Twilight crossed her arms. "There's no such thing as a better best friend. You're still Thomas' best friend regardless of what you do for him."

"Not for long. Sunset might as well go from being his Canterlot best friend to his only best friend."

"You two have a lot more history together though. I can't imagine he'd throw all that away in favor of someone new."

"I'd like to believe that too. But let's face it, she won the title. Now I'm just his friend, the one who stands by and watches him get hurt."

Worrisome, Twilight places her hand on Percy's shoulder.

"I promise you're more important to him than you realize. Just like the rest of his friends all are collectively. Besides, what's wrong with having more than one best friend? Sure, we all have our one special friend, but their importance doesn't always outweigh or out match everyone else. Sunset's my best friend, just like I'm hers. And the rest,"

Twilight directs their attention to the girls and engines all talking by the Wondercolt Statue.

"All of them are my best friends. They mean the world to me. They're my first priority."

Percy looks back at Twilight and smiled with gratitude. Twilight does the same as both continue waiting for Thomas and Sunset to return. Percy felt a little bit better but not enough to change his stance. Just because Twilight thinks that way doesn't mean Thomas would. If one person can have more than one best friend why does Thomas treat Sunset like she's his only one? Twilight warps her arm around Percy's shoulder and turns them back around.

"Come on. Thomas and Sunset will be here soon. Let's wait with the others until they do."

Still smiling, they walk over towards the Wondercolt Statue and rejoin the group. Pinkie Pie rushes up and gives Percy a tight hug to cheer him up, making him and the rest chuckle and relieve stress.

* * *

From the corner of his eye, Percy looks back down the street and sees Thomas approaching them.

He gasped excitedly. "Thomas!"

The Girls and Engines saw him too. Thomas stormed towards them with the whistle clutched in his hand. Everyone was relieved and ecstatic to see him, but upon seeing Thomas' stern complexion and Sunset's absence, their excitement soon turned into confusion and concern. Where was Sunset Shimmer? Why did Thomas look so angry? The girls were the first to all gather by him as Thomas reaches and walks pass the Wondercolt Statue.

"Yippie!" Pinkie Pie jumped. "Thomas Is Back!"

"Oh, Thomas!" Fluttershy said happily. "I'm so glad to see you're alright."

"And you look great!" Rainbow Dash said. "Sunset must have patched you up real good."

Thomas didn't say anything to them, not even making eye contact or giving the girls his attention.

"Didn't I ask her to donate those old drabs?" Rarity points.

"Where is Sunset by the way?" Applejack asked.

He just kept walking, cutting pass the girls who were growing even more worried.

"Thomas?" Rarity said trying to get his attention.

Ignoring her, a vexed Thomas continued on. They had a part in using the Elements and he didn't feel like saying anything to them in light of this knowledge. Thomas knew he'd only be shooting his mouth off again if he did. All he wants now is to return Lady back to Sodor. Applejack placed her hand on his should only for it to slip off as he kept walking.

"Thomas?!" Rarity said appalled.

The girls were in shock. Why was Thomas ignoring them? The engines had no idea what was wrong either. They've seen Thomas pout, complain, and fuss over things before, but this was different. Percy recognized his attitude however. Something was bugging him. Something didn't go according to how he hoped. Just as worried and confused, Twilight Sparkle ran up and walked beside Thomas, trying to keep up while he marched across campus.

"Thomas, what's wrong?"

"Nothing," he said, bluntly.

Thomas knew she wasn't the same Twilight that used the Element of Magic on Sunset and felt less vexed to at least acknowledge her.

Twilight stopped in her tracks, growing more concerned as he continued. She then felt Edward place his hand on her shoulder. It was clear Thomas wasn't in the mood to talk to any of the girls for whatever reason. Edward nodded at Twilight, indicating he and the engines will try to find out what's wrong. Twilight nods back. Edward then catches up to Thomas walking at a much slower pace now that the others weren't bothering him.

"Uh, Thomas?" Edward said. "You mind telling us what's going on?"

"I just want to get this whistle to Lady and bring her back to the Magic Railroad like we planned."

Thomas reaches the steps to the entrance of Canterlot High. The other engines catch up as well gathering by the stairs. Thomas stopped and stood in front of the doors. Trying to keep his frustration in check, he spun around and faced his friends.

"Our Island is slowly falling apart. We need to get this job done and over with before it's too late so we can go back home."

"Why the sudden urgency to leave?" Gordon asked.

"Is the Magic Railroad really getting worse?" Toby asked.

"It will," Thomas said. "And it's already taken affect. I'm done wasting time. I am done waiting for others to come to realize who they are."

"I wouldn't say we wasted time necessarily," Edward said, looking back at the girls.

Thomas realized what he said as the engines eyed him perplexedly. He hugged his arm shamefully.

"You were all right. Diesel 10 can never be good. I thought I could help him somehow. But, no matter how you go about it, you just can't. So, go a head and tell me how wrong I was. I deserve it."

Nobody said anything. Instead they exchange several glances to one another trying to decipher what went on at Sunset's house. Was their argument about Diesel 10? Was his last encounter with him finally the tipping point that brought Thomas down to reality and see him for who Diesel 10 really is? That offering help and friendship cannot save him? Did Sunset have to convince Thomas of this? Or was there something more to the conversations? Speaking of which, Toby looks over his shoulder and sees the girls gathered close by. They over heard everything he said. He noticed that Sunset never showed up with him. The others look behind also to noticing one of them was missing.

"Wait. Where's Sunset?" Henry asked.

"Yeah," James said. "Weren't you at her house? Why isn't she here?"

"Did you have a fight?" Percy asked, shyly. "Is that why you're angry?"

Thomas turned away from his friends, shutting his eyes and gritting his teeth angrily.

"What was the fight about, Thomas?" Edward asked.

Not wanting to think or talk about it anymore, Thomas barged through the door and entered the school. The engines were all distraught. They each look at each other again trying to figure out what's gotten Thomas so upset. He was furious about something, and it had something to do with Sunset Shimmer.

"What was that all about?!" Rainbow Dash asked.

The engines started putting together the pieces. They faced the girls and tried explaining their guess the best they can based on what the engines were told about Sunset's past, and how it relates to Diesel 10 denying Thomas' offer to help them rescue Lady.

* * *

This whole week, Thomas has been trying to get Diesel 10 to turn over a new leaf and become a good engine again. He denied him that chance however in favor of their destruction. Sunset was someone who wanted to use magic to rule over a kingdom, until the girls defeated her using the magic crown, forcing the evil within to wither away and in tern making her a much nicer person from that point on. Was Thomas mad at Sunset because she wasn't good on her own? That only the Elements of Harmony were the reason she's a better person now? If Sunset couldn't redeem herself, neither could Diesel 10. And after learning Diesel 10 doesn't want to be good, he believes the only way to do so is by forcing magic on him.

"But… we didn't force her to be good. Did we?" Fluttershy asked, wondering herself.

"Of course, we didn't, Darlings," Rarity said. "The magic in Twilight's crown simply zapped away all the bad magic that turned Sunset into a raging monster."

"Didn't she use to be mean before all that as well?" Toby asked. "What happened to that Sunset Shimmer after her defeat?"

"If the crown got rid of all the bad magic, does it mean it got rid of _All_ the badness?" Henry asked.

"Well, when you put it that way, I can kinda see how Thomas would think that," Twilight said.

Seeing a turmoil brewing between them, she tried explaining to the engines what the Elements really did to her. Sunset began making choices she thought would give her everything she wanted. It got to the point where she began making decisions that were morally questionable. Her heart was filled with darkness, and the magic crown she stole and tried wearing turned that darkness into the very thing she kept deep inside herself, built up from all the resentment, jealousy, and hatred towards Princess Celestia and Twilight. Thus, it led her into becoming the monster Sunset claimed she wasn't. At that moment, she realized too late what she had become, not until she witnessed what the magic did to her right as it consumed her and shaped Sunset into the real monster that wanted Equestria all to herself. Twilight had to use the crown's magic to reverse the affects tampered by her darkness. And when she offered her friendship, Sunset took it, desperate for another way after witnessing the monstrosity that shaped her being.

The engines understood, some what. They now knew at least that the Elements didn't change Sunset's behavior. At first, they too were thought the Elements had something to do with Sunset becoming nice all of a sudden, Twilight's explanations cleared the air before an argument broke out. The Elements are a means to restore balance in Harmony. But itt was Princess Twilight and the others that changed her, by giving Sunset a second chance, one that she wanted to take. The only problem they faced now was that Thomas didn't realize this.

"You don't think the Genie had something to do with this?" James suggested.

"I think you might be on to something," Rarity said.

"When Sunset left him alone," Twilight explained, "he must have appeared before Thomas and told him what the Elements did to her. He twisted the truth to make it sound like you used magic to force Sunset into becoming a better person."

"Now why would he do that?" Applejack asked. "What exactly is he hopin' to accomplish with that?"

Edward chimed in. "There had to be some reason why he'd want Thomas thinking badly about the Elements. Why does he want Thomas turning against you all by telling him how Sunset was redeemed?"

Twilight pondered. "Its hard to say what exactly this has to do with the whistle. But since he chose now to pull this tactic after getting more Gold Dust, that must be what he's aiming for."

"But Thomas Still Wants To Return Lady's Magic," Pinkie Pie said. "Looks More Like He Failed Epically In That Regard."

"If Twilight hadn't told us just now how the Elements really work and how Sunset came to be," Toby stated. "We all would've been arguing just like Thomas and Sunset where. Maybe, the Genie's trying to drive our worlds apart; By driving us apart."

The gang fell silent. They knew now why Thomas was ignoring all the girls. If he believed the Elements are what changed Sunset, then that meant they were the coordinators of it's magic turning her into a different person. Now he wants nothing to do with them. He wants to bring Lady and his friends back home. But since Thomas was too hot headed at the moment to be thinking straight, a number of things could go wrong. He could force Lady to accept the Magic Sparkles now that he's eager for everyone's return to Sodor. Or, he could not give her the Sparkles, thinking he'd be forcing someone against their will to change by using magic. One thing's for certain, this wedge between Thomas and Sunset has them divided. But not the girls or engines.

Twilight pondered to herself as a word popped in her head, a word that perfectly describes what's happening to them.

"Discord," She said, quietly to herself.

The girls and engines shot perplexed glances over to Twilight.

"We need to stop Thomas," She said. "He's not in no state of mind to speak with Lady. He'll only scare her away even more unless we explain what's really going on."

She searches through her backpack and pulls out her magic tracker.

"Maybe this genie is out to divide us, but in doing so he's tricked Thomas into thinking magic forced Sunset into being good. Slowly he'll start piece it together and when he tries delivering the whistle,"

"He might force Lady to take her magic back," Percy said.

"Or not give it back at all!" Spike said.

Everyone gasped.

"But how do we tell him this?" Fluttershy said. "Thomas won't listen to any of us."

Then Twilight had an idea. He won't listen to them, but maybe he'll listen to one of his Sodor friends. She turns and looks at Percy. Everyone does the same. Percy stood shyly ridged looking back at his friends.

"Maybe not from us." Twilight then walks over to Percy and hangs the locket over his head, "I'd say if anyone can talk some sense into him, it should be from one of his best friends."

With the magic tracker hanging around his neck, Percy grabs and examines it curiously, then looks back at Twilight Sparkle with her arms behind her back and a proud smile.

"But what if he doesn't listen to me?"

"You can do it, Percy," She encouraged. "Thomas needs his best friend now more than ever."

Twilight then pushes a button on the tracker, turning it on as the gold light starts blinking faintly, pointing to the school entrance on his right.

"Unless he wants to prove us wrong, I just know he'll listen to you."

Percy looks at the locket again then back at everyone smiling with assurance and pride. They knew how close they were based on how much Thomas talked about him and how much time they spend together on Sodor. If anyone can turn Thomas around, Percy was the friend to do so. Maybe this is his chance to fix their friendship after all. Hesitant, Percy sighs then builds confidence.

"Okay. I'll try."

He heads towards the entrance with the locket in his hand. The blinking light beeped and pointed towards the school. Percy reaches the doors and was about to go in, but not before looking back at everyone waving and cheering him on.

"GO, PERCY! Woo-Hoo!" Pinkie Pie cheered.

Smiling himself, Percy then faces the doors and enters the school.

* * *

Mystic Sprinkle, Apple Bloom, and Sweetie Belle were sitting on the end of stairwell steps waiting for Scootaloo to get back from her rope climbing test. They waited anxiously, nervous over whether she passed or not. The girls bought chocolate milk on stand by to toast her victory, or even just to cheer her up if she doesn't do well. Finally, Scootaloo shows up. The girls all get up and awaited her response. Scootaloo had her arms behind her back looking glum and dejected, leading them to believe she failed as they slouched in disappointment. Then, Scootaloo smiled, and stretched her arms proudly in the air.

"I passed!"

Ecstatic, Mystic, Apple Bloom and Sweetie Belle cheered and went up to hug their friend. After Apple Bloom and Sweetie Belle finish theirs, Mystic grabbed Scootaloo and lifted her off the ground embracing her in her grasp. Scootaloo happily returns the favor.

"I knew you could do it," Mystic said proudly, then puts her back down.

"Yeah, no biggie," She said, nonchalantly. "Totally knew I was gonna ace it."

The girls all giggle. Sweetie Belle hands Scootaloo her chocolate milk. Then they go back to sitting on the edge of the stairwell.

"But seriously, I don't think I would've passed if that guy didn't show me that trick yesterday."

"Now that I think about it," Sweetie Belle said, "Do we even know him? I don't think I've ever seen him around school before."

Scootaloo shrugs. "Me neither. A lot of students have been showing up lately. I just assumed he had to be new too."

"Well, he sure knows a lot about rope climbin'," Apple Bloom said. "Where do you think he learned it from? I wouldn't mind askin' fer a few pointers myself."

Everyone shrugs and continued drinking their milk. Scootaloo blew in her straw creating bubbles in her drink. Mystic watched her do so not knowing why she was drinking her shake like that.

"What're you doing?" She asked fiddling with her own straw.

"Making bubbles."

"You should try it, Mystic," Apple Bloom said. "It's lots of fun."

"And funny," Sweetie Belle inputted.

Hesitant, Mystic places the straw in her mouth. She looks over Scootaloo demonstrating how to do it. Looking at her drink, Mystic blew air into her straw. However, she blew too much air and caused some of her drink to spill out. Shocked at first, the girls then all burst into laughing after trying to hold it in. Even Mystic couldn't help but laugh. She tries again this time putting in less force and makes her chocolate milk bubble and pop. Apple Bloom, Scootaloo, and Sweetie Belle do the same. All four friends continue making bubbles in their drinks and laughing all the while.

* * *

Thomas marched down the halls of Canterlot High, determined to get this whistle to Lady. He didn't know where Lady was, but knew she was still here somewhere, and he was going to find her even if he had to circle the whole school. He went down every hallway, poked inside every room, climbed up stairwells and back down again. Some students gave him looks, wondering what he was so driven by. But Thomas didn't care. It's time he returned things back to normal.

Entering another hallway from around the corner, Thomas immediately stops in his place. There in his sights was Mystic Sprinkles, Apple Bloom, Scootaloo, and Sweetie Belle sitting on the edge of the stairwell. Seeing Lady always curled Thomas' stomach for some reason. He always marveled her beauty even now. Something especially particular about her seemed off this time. He stood for a few seconds taking it in. This was it. He was going to return her magic and save Sodor. Everything is coming together at long last. Still persistent, Thomas was about to storm up to Mystic, taking one step to start off. Until, he stopped. Thomas stood frozen in his place yet again. His fuming and perseverance began to diminish upon observing Mystic and the CMC.

It was then that Thomas saw that something particular about her; something in Mystic he's never seen from her since this whole ordeal started. Ever since coming to this school she's been lost and alone, sad and hopeless. Now, Mystic Sprinkles was happy. Thomas knew that the CMC were looking after her, but to actually see her smile and laugh caught Thomas off guard. He watched her and the CMC play with their drinks by blowing bubbles in them, all laughing and chuckling while doing so. They were having a good time. Mystic was having a good time.

Recollections and memories began flooding Thomas' mind. Almost like when Sunset peers into his thoughts. Moments from their journey to Muffle Mountain through the Magic Railroad were projected in his head.

 _"Maybe because they actually treated her like a person, and not as a source of powerful magic or someone's punching bag."_

 _"I have to wonder, If the same would've happened to me. Would I have been picked on because I didn't know any better?"_

[Thomas went on.]

 _"I remember feeling very lost. I was ready to give up. I didn't know what I was doing, and I didn't wanna cause anymore confusion or delay."_

 _"You didn't know what you're doing because you were doing everything alone."_

 _"They offered to be Lady's friend."_

 _"My friends and I saw someone we couldn't stand to see accomplish this on their own. You are a good person. That's why we all wanted to help you."_

Thomas shook his head and went back to staring dejectedly at Mystic and the CMC, who were unaware of the boy standing mere thirty feet away from them. The more he wanted to approach her, the more a voice at the back of his head told him not to.

Mystic was upset because people treated her badly, all while the urgency of her absence from the Railroad pushed Thomas and his friends to bring her back home, not thinking twice about her state of mind until it was too late. But the CMC, unlike everyone, treated Lady as a friend, as someone who's looking for a place to belong. Thomas had never seen this side of Lady in such a long time. When he found her, she was timid, diffident, self-conscious yet so self assured about who she is, which conflicted with her persona and made Lady even more distant. Now she was happy. Whatever the CMC did, it embraced her true self.

Hearing and seeing all these thoughts led him back to everything he's been preaching for the past week. About how he believed in Diesel 10, how he could make him realize his mistakes and in return make amends for them, how showing someone the way can help embrace their better self, about him turning it all down and throwing it in his face. Then, he started thinking about Sunset, and what she said to him about her friends doing exactly so. Trying to shake these thoughts, Thomas couldn't help but let them play out while looking back at Lady and the CMC still unaware and having fun.

 _"It was their friendship that really save me."_

 _"The Magic of Friendship,"_

[Twilight grabs hold of Sunset's hand, pulling her up from the crater and back on her feet, motioning her to the girls and promising they'd look after her. Sunset picks up a microphone and begins to sing, triggering her first pony up and solidifying her place in the group.]

 _"They_ _took me in and helped me become a better person. They showed me the right path so I could embrace my true self_ _."_

[The whole gang embrace a blissful Sunset in one collective hug after the Battle of the Bands. Sunset transforms into Daydream Shimmer. She stops Midnight Sparkle from taking control over Twilight Sparkle by offering her a way.]

 _"My Friends saved me by showing me there was another way."_

[The CMC pull Mystic off her feet, accepting her as their new friend, offering to help find out who she really is and solidifying her place in the club.]

 _"All of them gave me a second chance and offered their hand in friendship."_

 _"I enjoyed being mean. I loved being bad. I drove them apart. My Mistake. The bond they share is stronger than anything. It ties us all together,"_

 _"The Magic of Friendship,"_

Unable to take it anymore, Thomas turns away and hides behind the corner leading down the other hallway, pressing himself against some lockers. From the corner of her eye, Mystic looks down the hall thinking she saw something. But there was nothing to be seen. The CMC were still too busy laughing to take notice. Thomas froze trying to make as little sound as possible. Deciding not to bother, Mystic brushes it off and goes back to laughing with her friends.

Overwhelmed, Thomas collapses on the floor and lands on his rear. He brought his knees close to his chest and locks them under his arms. Thomas sighed a heavy breath. The whistle still wrapped and clutched in his hand, Thomas looks at it in all it's shiny, silver, Gold Dust filled glory. This was it. He can save Lady and his home here and now. But something kept holding him back. Why couldn't he approach her? Was it because she was having fun? How could he break that up and make her upset again? Thomas was ready to force her into taking the magic back if that's what it came to. He was about to make the very mistake he harped on Sunset Shimmer about. He was about to use magic and force Lady into becoming something she currently didn't want to be. Instead of approaching her as a friend, he would've approached her as a powerful source of energy that just needed refueling.

He has to give the whistle to Lady though. He as to save her, his home, and his friends. This is what he's been fighting for. This was his job. Everyone is counting on him. All of his friends. Percy, Mr. Conductor, Twilight Sparkle, Burnett Stone… Sunset Shimmer. But, he couldn't do it. He was too distressed to do anything with the whistle. He was too emotionally imbalanced to approach her. After what happened last time he lashed out on someone like so, it did not end so well. He didn't want a repeat of such, especially now that the last hour with him and Sunset were all he could think about; all that held him back.

Thomas didn't know what to do. Lost, alone, dejected, he buried his head in his arms, still thinking about Sunset, what he said, what she said, and the hypocrisy he nearly committed.

[Sunset sits on her couch next to Thomas.]

 _"My case is a lot different from his."_

 _"Maybe some people just don't want to be good. Doing bad things or just being bad in general is all that they know."_

 _"I'm, not, good! I never was, never will be."_

 _"Old McDiesel is here to stay!"_

 _"He just needs a little guidance. Someone who can show him there's room for your better self and discover the most important magic of all."_

[Thomas and Percy sat on the porch of the Sweet Apple Acers house under the starry, violet night sky.]

 _"Well, I think he just likes being bad. Just because the others helped Sunset doesn't mean Diesel 10 will want the same offer."_

[Thomas laid on her couch while she sat crouched next to him.]

 _"How is it not the same? Why isn't he helping us save Lady!"_

 _"This should've stopped him from going after her."_

 _"Is that really the only way? Why can't everyone just be good?"_

 _"There are just some people you can't change, who don't want to change."_

 _"You were never good!"_

* * *

After minutes of sitting and rethinking this whole week, Thomas felt someone gently nudging and kicking his feet. After three nudges, Thomas looks up to see who it was. It was Derpy; the girl who gave him a muffin on his first day at Canterlot High. She had her arms behind her back, standing over and smiling down at Thomas.

"Oh. Hi, Derpy," He said, head hung timidly.

Despite seeing a friendly face, Thomas preferred being alone at the moment. He turned his head away and waited for her to leave after giving his acknowledgement. But Derpy wouldn't leave. Thomas' attention was brought back to her after Derpy reveals something she had hidden behind her back, and leaned down to hold it in front of him. It was a muffin. Thomas examined it then looks back at Derpy, beaming with content. Thomas mustered a smile and accepts her offering, even when he felt like he didn't deserve one.

"Thank you."

Derpy reveals another muffin she had hidden behind her back. She went over and sat down beside him, pressing herself against the lockers and scooches next to Thomas. At first, even though he was happy to see her, Thomas still preferred having this time for himself. He didn't want anyone clouding his thoughts right now or stoking up conversations. But all Derpy did was sit there and eat her muffin. She didn't talk to him, ask him what's wrong, or why he's sitting by himself. She just wanted to enjoy a little snack.

Feeling a bit better now, Thomas watches her chew on her muffin then looks at his held delicately in his hand. Thomas realized he never actually tried Derpy's muffins. This was his first time actually eating a muffin at all. He brought it up to his mouth and took a small bite out of the muffin. Upon his first bite, Thomas immediately felt the soft, moist texture and blueberry flavoring fill his mouth with endless tastes buds running rampant. How did he miss out on this the first time she gave him a muffin? Thomas swallows after chewing for a bit and beams with delight, looking over Derpy watching him finish his chew.

"You make the best muffins ever, Derpy."

Bashful, Derpy held her hand to her mouth and made an inaudible giggle. The two then continued eating their muffins together. As Thomas goes in for another bite, he pauses, and pulls the muffin away from him. He saw something in the muffin, something that surprised him. Mystified, Thomas looked at the half-eaten muffin in his hand, as sudden flashes project another memory of this week.

 _"Here, you can have my muffin!"_

[A peckish and well famished Trixie looks at the muffin in Thomas' hand then back at his smiling face.]

Thomas still stared at his muffin in all it's entirety.

 _"R-really? Isn't that yours though?"_

 _"You look like you need it more than I do."_

[She brought her forearms together speechless over his offer. Trixie wasn't always the easiest person to get along with. She was often rude and arrogant. Caring little about others. But the truth is, all she wanted was a friend. She didn't have a huge selection. Her attitude and demeanor towards others played a part in such. To see this boy offering her his muffin when she forgot to bring her own lunch resonated something in Trixie she never felt in a long time.]

 _"But. That's the nicest thing, anyone has ever done for me."_

 _"Well, I think a lot more people should be doing nicer things for you. Of course, that is up for you to decide."_

[Overwhelmed with appreciation, Trixie happily nods and excepts Thomas' offer; then gleefully but gently takes the muffin from him.]

Arm resting on his knee, Thomas continues looking at the muffin in his hand. His mouth hung loose and his pupils glistened as all these flashes kept rolling through his head.

[Sunset Shimmer gave Thomas a friendly smirk and reached for her bag, searching through and pulling out some change.]

 _"I'll have one too."_

[She hands Derpy her money. Derpy gives her a muffin and Thomas grabbed his off the table.]

 _"You didn't have to do that."_

[Her gleeful response echoed and reverberated all over.]

 _"I wanted to."_

It was then upon staring at his muffin still, now in disbelief, that the realization struck Thomas where his senses laid dormant.

Under all that meanness, there was a part of Sunset who didn't know better and thought the path they took was the only option. By the time the magic crown turned her into a raging she-demon, she realized this too late. After being saved, Sunset knew what she became and what the magic did to her. Lost and alone, she had no idea how to make up for what she did. Unlike Diesel 10, Sunset wanted forgiveness, she wanted to amend the wrongs of her past, to belong again and embrace her true self.

Thomas was more then right to believe he can help those who don't realize what they're doing, and become better people if shown the right way. Even when others where right to hold their reserves. Princess Twilight and his Canterlot friends were all the proof he needed. Sunset was all the proof he needed. There was just one thing he never considered when trying to offer friendship to Diesel 10, when he was told how Sunset was redeemed. Upon seeing this by looking at his muffin, it all became clear to Thomas.

"Sunset. She isn't good because of magic. Sunset is good… because she wants to be."

* * *

[Finishing their tour of the school, Thomas leans on the railing looking down at the Canterlot High Library. Sunset steps in and leans on the railing as well, looking over him and smiling.]

[At the Canterlot Mall, everyone was getting ready to eat, except for Thomas. Sunset then brought a tray with an extra burger for Thomas to have, giving it to him as he happily accepts it.]

[Thomas and Sunset chug on Apple Cider mugs then look at each other's fizzy orange mouths and laughed along with their friends.]

[The two friends sat on Sunset's living room couch mashing buttons on their controllers intensely, trying to defeat a boss level in the video game, Rise of Tirek.]

[Sunset demonstrates the EG Stomp to Thomas, crossing her arms and leaning side to side, then stomping her feet left and right. Thomas watches Sunset carefully. As soon as he caught up he continued on. Both friends smiled at each other now that they were in sync.]

[Staring out her window at the pale moon light and stars gleaming brightly, Sunset stood and smiled as Thomas describes the Island of Sodor to her in a way where she can look to the sky and imagine being there right now with him. She puts her hands on his, resting gently on her shoulders, singing every detail.]

[Sunset leans her head on Thomas' shoulder for comfort while the two sat in the band room staring blankly at the floor. Thomas froze looking down at her still staring at the ground nonchalant. Gingerly, he rests his head on top of hers. Sunset looks up at Thomas and smiled sweetly. Feeling comfortable himself now, Thomas smiles back.]

[Thomas and Sunset laugh as they make their way down the Magic Railroad and back to Canterlot High after obtaining more Gold Dust for Lady. The last image of Sunset's happy smile fades out.]

* * *

Thomas smiled while remembering those times; Back where it all started.

He was lost and alone when entering Canterlot High. Sunset offered him friendship by giving him a muffin, solidifying a new and eventual bond with her and all her friends. He wanted to be friends just as much as she did. Lady was alone and lost. Apple Bloom, Scootaloo, and Sweetie Belle offered her friendship by taking her into their club. Even though Lady still doesn't know who she really is, she was happy to call them her friends at the end of the day. Long before, Sunset Shimmer favored nothing more than to be Equestria's next ruler. Power was all she desired. But all that grew inside her, was a darkness she acquired. Twilight Sparkle rescued her and showed her a magic that can truly unite everyone in harmony.

All this time, Thomas has been drawing comparisons to Sunset Shimmer & Diesel 10. It was clear now both were not the same. Friendship couldn't save Diesel 10 because he accepts who he is and who he wants to be. Friendship saved Sunset because there was more to it that she never realized until seeing what darkness and light can make of her. Friendship saved Lady because she doesn't know who she is, until her friends embraced a dormant side of her, one that Lady never thought she had.

Some people cannot and will not want friendship. They know who they are. But the people who do, the ones that know who they are, who want to know, are the one's worth fighting for. The Ones that are worth giving your attention to, spending time with, having fun, and helping. They want friendship more than the next person. It is only up to the next person themselves whether they want forgiveness; just like it's up to people who want redemption and who want a helping hand to show them the way. Only they can make that call. Not magic. Then and only then, can friendship begin to take its form, and seal a bond that can never truly be broken no matter the distance, arguments, disagreements, indifference, or turmoil that puts a wedge between the strong connection one shares with another.

What makes friendship magical is the way it's used. The way it makes you feel, be it good or bad, and how it bridges us closer together. It's a feeling that fills someone with confidence, assurance, bravery, benevolence, and an unselfish joy that's stronger than any malevolent desire. Sunset and Lady didn't know what they wanted. None of them knew or still don't know who they truly were. Not until people, friends, and their magic came along and guided them down a path they weren't sure about. But they accepted it anyways because they wanted to. They saw the most important magic of all. They saw, that friendship is magic.

Thomas let's out a heavy sigh. "I made a terrible mistake."

Derpy paused her chewing to glances over at Thomas looking contrite. He stared at random spots on the floor before looking back at his muffin again.

"I thought magic forced Sunset to realize her mistakes. But, is wasn't the Elements that changed her. Sunset changed because she really did want redemption."

All Derpy did was listen to Thomas go on about his discernment. She didn't know the full story or what he's saying, but tried to hear what's being said anyways.

"I said some awful things to her because I didn't realize this," Thomas continued. "All she ever wanted was to be my friend. But I ruined it. I turned against someone I called my best friend all because I didn't understand the most important magic of all. The Magic of Friendship."

He gripped the muffin in his hand just a tad then eases up.

"Before I though they were two separate things. But now I know they aren't. Now I know there's even more to what I've been saying all week."

Thomas knew why Discord tried making the Elements look bad. He was trying to drive them apart, by toying with his belief and turning it on himself. While he was right in that sense, there was more to Discord's trick that's now falling together the way he planned. Thomas may have learned a valuable lesson, but it's still a part of the plan. Not knowing his manipulation still lingers on him, a risky decision popped into Thomas' thoughts. He knew he has a job to complete. But with everything he's learned flowing through him, everything that's happened up until this point was starting to come together and make sense. Thomas knew he had to atone for what he did.

Nodding to himself, he got up and stood on his feet. Peaking behind the corner to check on Mystic really quick, Thomas saw she was still there with the CMC now just talking after finishing their drinks. Thomas smiled. He really was glad that they were looking out for her now more than ever. He turns back around and stood with determination

"Well, I'm not about to leave with Sunset and I divided. I'm going to fix our friendship! And if I'm right, Sunset will want to fix it as well. But there's only one way to know for sure."

Thomas was about to take off but then stopped. He ran back to Derpy confused by his sudden departure.

"Thank you again for the muffin, Derpy!" He said, kindly.

He takes a big bite out of his blueberry muffin before running off again down the hall. Derpy waves goodbye and continues eating her muffin. Thomas had never run so fast as a human. If there were any teachers around, he'd likely have to be stopped due to how far he's running. Thomas wouldn't care. Nothing can stop him from what he had his sights on now. Before he could fix Lady's memories, there was one other bond in need of mending.

* * *

Meanwhile, Percy was wondering the halls trying to navigate his way to Thomas and the whistle using Twilight's magic tracker. He held onto locket confused by the strangeness of it. He dared not press any of the buttons in fear of messing up the controls somehow. All Percy did was just follow the light the best he did. Just then, the beeping and blinking grew louder and brighter, so much so it began vigorously vibrating in his hands. Curious but nervous, Percy looks up and sees Thomas charging towards him from down the halls. Percy came to a halt.

"Thomas?!"

Thomas noticed Percy and stopped right in front of him just in time.

"Percy!" He said, happily.

Percy was happy to see him in high spirits again. He seemed really happy to see Percy as well. But then Thomas shook his head.

"Sorry, Percy, but there's no time to talk. I have to get going."

As he was about to ask, Thomas already took off. Percy turned back around to see him running down the halls. He was confused.

"Wait! What about Lady?" Percy called. "Thomas! Where are you going?"

"To find Sunset Shimmer and fix our friendship!"

Thomas disappears down another hallway leading to the main lobby. Just as he thought, Thomas and Sunset did have a fight. But it seems now he still cared about Sunset and wanted to undo whatever happened between them. Here Percy thought he was given a chance to reconcile their friendship in some way. To give him some advice or to stand by his side like he has through this whole ordeal. But it seems, he wasn't needed to help Thomas this time either. Thomas had his friendship with Sunset he sought to fix instead.

"Oh. Okay," Percy said, dejectedly. "You do that. I'll just stand by."

As Percy disappointingly hung his head, the beeping on Twilight's magic tracker began to diminish. The light grew faint and the noise winded down. Each beep slowly getting quieter as the whistle was now far and distant. The light stops blinking, and the beeping goes silent.

* * *

 **To Be Continued.**


	36. Chapter 35: Universes Crumbling Pt 1

***sighs*. I didn't want this to be a two parter. It was going to be just a single chapter but then the length exceeded a limit I wasn't expecting. So, now ya'll are getting chapter 35 in parts 1 & 2! I guess out of all the chapters that I could've made a two parter, this one seems appropriate. It's set up for the final climax of the story deserves further expansion so I'm okay with this one being split into two. Part 2 should be out now so go and check that out when you're done here.**

 **The reason I was late with this chapter was because, yeah, I had other things that I needed to focus on. College is rolling in it's final two weeks and I have a bunch of work I need to get started on and exams to study for. And because the next chapter is going to be the longest chapter (I'm predicting anyways don't take my word for it) it'll take a while until you see another update from this story.**

 **Which is why I should give you all the heads up now.** **I'm going to be very busy next week so I can't promise that the next entry will be done and ready. I can only guarantee that it'll come out when I've finished all my College stuff and have the time necessary to write. So yeah, it'll be a while before you see the next chapter. If you hear nothing from me in a while, have patience and assurance.  
Unlike _a certain Reviewer_ who keeps spamming me by asking when or if I'm going to make the next chapter, acting like I need to dish out a chapter by his demanded. You know who you are. Anyways, hope you enjoy both chapters and stay tuned for more. Read on and enjoy.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 35: Universes Crumbling Pt. 1**

Mystic Sprinkles and the CMC still sat by the edge of the stairwell talking and laughing away. As time passed however, Scootaloo drifted off into her own thoughts while the rest continued their conversation. She thought about how well she did on her test, then thought about the boy that taught her how to rope climb. While she was more than grateful for his advice, there was something off about him that came to her attention, something she didn't catch on at first. When trying to motivate her to climb, he mentioned being a strong and fast Express engine. Why did he refer to himself as that? What was an Express engine? Where was this Sodor place he mentioned as well?

"What's the matter, Scoot?" Apple Bloom asked

Everyone turned their attentionto her.

"You know the boy who helped me with my rope climbing yesterday?"

They all nodded.

"Do you remember him saying he was an Express engine at one point?"

Apple Bloom and Sweetie Belle pondered while stroking their chins. Mystic just watches.

"Hey, yeah. Ah do remember him sayin' somethin' like that," Apple Bloom said.

"So, do I," Sweetie Belle said. "What even is an Express engine?"

Irritably, Mystic slouched and rested her chin on her palm.

"I think he was referring to himself as a train."

"What makes you think that?" Apple Bloom asked.

Mystic remembered while they spoke that he was a friend of Thomas, the other blue boy who made claims of her being a magical talking train. She explained this to the girls.

"He was just playing along with Thomas' trick. I remember. He mentioned something about realizing who I am."

"Wait, he said that to you?" Scootaloo asked.

Mystic nodded grudgingly. This boy was also in on the trick? The one who helped Scootaloo, a student they've never seen around school now that they thought about it. The three girls exchange several glances then turned their attention back to Mystic.

"Uh, Mystic," Apple Bloom began. "We want you to hear us out on this."

"Okay?" She said hesitantly.

They explained everything they've been doing these past couple of days trying to jog her memory with no visible success. Nothing seemed to resonate with Mystic Sprinkles in terms of interests or gave her the slightest peak of how she's related to Canterlot. They reminded her of what she remembers about herself. How Mystic says she woke up around campus, where she belongs, or who she is. Then Thomas and this other boy show up claiming she's a magical talking train, the urgency of her return to their home, and how they kept referring to Mystic as Lady. They've only just met her this week. And now, two boys they've never seen around school were also going to CHS. With this in mind, it all seemed to make a little too much sense.

"Hold on," Mystic said. "Are you seriously saying that me being a magical train from another world could be true?"

"I don't know," Apple Bloom said doubtfully. "Maybe all this magical train nonsense isn't just a joke."

"If even this guy is saying you're a magic train," Scootaloo said. "Then it must mean something. He sounded like he really meant it too."

"You do know he's just in on it too, right? Even these girls Thomas was with tried convincing me as well."

"What girls?" Sweetie Belle asked.

Mystic shook her head. She didn't remember them all that well anymore all a sudden.

"Well, there's also that time you were covered in all that shiny stuff and floated in the air all whimsical like," Apple Bloom said. "You remember when that happened right?"

"That wasn't just special effects?" Sweetie Belle asked.

Mystic rubbed the back of her head. "Yeah, but. How could I be from some other world? That just doesn't sound possible. Does it?"

"Maybe not as mush as we thought," Apple Bloom said sharing looks with Scootaloo.

Sweetie Belle chimed in. "Yeah. In fact, there's this other world inside the Wondercolt Statue that leads to a land of magical ponies. A girl that goes to this school named Twilight has a pony version of herself living there!"

Mystic's eyes widened. She had never head of this magical pony land. How do they know this and why did it sound so causal to them? The CMC all look at each other, realizing she didn't know about this. Mystic shook her head and stared suspiciously at them.

"Come on, girls, don't you go and make up stories now too."

"We're not making it up," Sweetie Belle said. "My sister and her friends have powers now because a magic crown was brought over from that world to our school."

"They can grow pony ears, wings, and long pony tails whenever they play music," Scootaloo explained.

"Are you hearing yourselves? Magic crown? Pony place? This is the only world that exists."

"We didn't know nothin' about it either," Apple Bloom said. "Not until a bunch of monsters started takin' over CHS."

"Monsters?" Mystic hugged herself, thinking about the giant claw from her nightmare. "Well, I mean, I guess that would explain how I can float in the air whenever I sing."

"I don't think pony magic is the reason that happens though," Sweetie Belle said. "It must have been something else. Something to do with this Sodor place."

"Even so, how often do you hear about a world filled with magical talking trains?"

"That does seem a bit out there," Scootaloo said rubbing her head. "But the point is,"

Apple Bloom continued, "Leave out all the magic and the train talkin' and It's soundin' like you and Thomas might have some sort of connection."

Mystic shifted away from them in disbelief. "I don't believe it. You're not seriously buying into this, are you?"

"We're just tryin' to make sense of it," Apple Bloom stated. "That's all."

"I suppose everything the boy said about being an Express engine is true too, right?" Mystic looks away.

"Mystic!" Scootaloo said. "Why would he help me and try tricking us? You don't think it's even remotely coincidental that they show up looking for you on the same week you lost your memories and started going to CHS?"

Mystic shyly hugs herself. "I-I guess it does when you put it that way. I don't know."

"We'd never lie to you," Apple Bloom said. "And you'd know we'd never be friends just to trick yah. Why, we don't even know ourselves what's really goin' on. But now we're willin' to believe him if it means findin' yer memories."

She looks back at them. "So, what? Are you gonna take me to Thomas now? Ask him what he knows about me and fall for everything he says?"

"No," Scootaloo said, crossing her arms.

"No?" Everyone said, looking perplexed.

"We're not gonna do anything; not unless that's what you wanna do."

Mystic didn't understand at first. Apple Bloom and Sweetie Belle share a glance and nod. They knew what she meant.

Sweetie Belle spoke next. "She's right. We're suppose to find out who you are, and Thomas is the only lead we have. But if you don't wanna to talk with him, then that's your call to make."

"Really?" Mystic said shyly.

"Absolutely!" Apple Bloom said happily. "It's like what Scootaloo said; if you don't wanna, then we ain't gonna force yah. Not unless yer ready."

Mystic looked down the hall where she heard a noise earlier. Maybe she should ask Thomas. He does seem to know more about her than even she does. But it still didn't feel right for some reason. Mystic was too grounded by the rules she caught onto during her time in Canterlot High. She trusts her friends more than anyone. Even so, she still held a sense of distrust among anyone else. Mystic still had to live by what she felt was right. And to her, going to Thomas was not something she was eager to do.

She sighed. "I rather not."

The CMC all look at each other worrisome. They knew speaking with Thomas might be what's best, but they didn't want to upset Mystic either by bringing her to him. So, they nodded and agreed with her wishes instead.

"Okay," Apple Bloom said. "Sounds good to us."

"We'll keep searching for who you are for as long as we can," Sweetie Belle said confidently.

Mystic looks back at her friends and smiled, shifting closer next to Apple Bloom again.

Scootaloo got up. "Now that we got that out of the way, how about we move on to more pressing matters."

"Like what?" Mystic asked.

Apple Bloom interjected. "Like making our official CMC banner!"

"Yeah!" the three girls shouted, happily sitting up and high fiving.

The three girls then went through their backpacks and unpacked their supplies. They laid out a long, wide strip of paper, markers, regular and coloring pencils. Mystic and everyone knelt down eager to get started.

"Hey," Apple Bloom thought. "Maybe decoratin' could be something you liked doin'."

"Yeah. There's lots of ways you can make art," Scootaloo said. "Odds are one of them has gotta peak your interest."

"Only one way to find out," Mystic said optimistically.

Her, Apple Bloom, and Scootaloo grabbed some pencils and began outlining their banner. As they began drawing, Sweetie Belle then took out of her bag a glass jar. Inside was an almost empty collection of golden glitter that gave off wind chimes as she places it on the floor next to her. The girls hear the strange noise and look over to see her jar and the bright gold sparkles inside.

"What'cha got there, Sweetie Belle?" Apple Bloom asked.

"Some type of glitter I think?" She admitted. "I found these just laying around the floor. There was a whole bunch of them scattered all over school."

Mystic stared at the glitter. Why were they scattered all over the school for?

"I figured we can use them to decorate our banner."

"Sure thing!" Apple Bloom approved. "Gold will definitely make our banner stand out more."

"Just don't add too much," Scootaloo said.

As Sweetie Belle opens the lid, something strange started happening to the jar. It began vibrating forcefully and the glitter inside was glowing a bright beam. Suddenly, the glitter rose out from the jar in a golden aura and floated in the air. Everyone's jaw dropped. What was this glitter doing? How was it glowing and floating in the air like so? The golden aura streams straight towards Mystic Sprinkles. Mystic drops her pencil as the glitter strikes and begins covering her from head to toe in it's brightly golden glare. She tried fighting back against the sparkles, waving her arms to brush them away, but more kept gathering and clinging to her. The three girls didn't know what was going on. They began to panic even more as Mystic clutched her head and began groaning in pain. Something had to be done to stop this fast.

"Close it, Sweetie Belle!" Scootaloo said.

"I can't!"

Sweetie Belle tried and tried, but couldn't get the lid over the stream of gold glitter. Apple Bloom and Scootaloo ran over and helped Sweetie Belle close the lid, finding it hard themselves just how much the force was pushing against it. All the while, Mystic began levitating again. Her knees lift off the ground until she remained floating mid air and glowing all over with shiny, sparkling gold. Putting in all their might, the CMC finally manage to slap the lid on top and twist it tightly. The stream of gold aura disappears and Mystic falls back to the ground, landing on her knees then collapsing to her stomach. The jar was still vibrating and glowing as the glitter clings to one side of the jar in Mystic's direction. Scootaloo takes the jar and places it on the ground while Apple Bloom steps up and kicks it away. The jar rolls down the opposite hallway with the golden glitter stationary in their direction until it was far enough to droop back down and diminish in brightness.

The CMC all exhale a sigh of relief.

"Did that magical glow look familiar to ya'll?" Apple Bloom asked.

The three look over their shoulders to see Mystic Sprinkles struggling to get up. They run over and lean down next to Mystic as she steady's herself on her arms.

"Where did you say you found them again?" Scootaloo asked Sweetie Belle.

"All around the halls."

Mystic rose her head and sees the three concerned girls all looking at her. She spoke through a weary voice, trying to keep her eyes from collapsing.

"Apple Bloom? Scootaloo? Sweetie Belle?"

"Yes?" Apple Bloom confirmed.

"What do you think happened?" Sweetie Belle asked.

"Not sure," Scootaloo said. "How are you feeling, Mystic?"

Her eyes squinted. "Who's, Mystic?"

The CMC all gasped. She looked around her surroundings very confusing like.

"Where are we? What is this place?"

Apple Bloom, Scootaloo, and Sweetie Belle share concerning glances. Whatever the glitter did to her, she had no memory of where or who she is. Where these sprinkles the cause of her amnesia all along? If Sweetie Belle found them scattered across the school no wonder Mystic couldn't remember herself. One things for sure though, they didn't know enough to declare if this was the case. They only had one solution that can answer this, one they promised Mystic they wouldn't do. The girls look at Mystic staring back like they were outer worldly beings with fear in her eyes.

"We should probably find Thomas," Apple Bloom said.

Scootaloo and Sweetie Belle nodded in agreement.

* * *

Thomas burst through the doors from the school entrance and sprints down the steps. He had to find Sunset and apologies for how he acted and tell her what he learned. He just couldn't wait. So, he had to make up for lost time and get to her quick so he can go back and save Lady.

"Thomas!" Twilight said.

She ran up and stopped him in his tracks.

"Did you find Lady? You didn't try forcing her to take the whistle, did you?"

"I did find her. But, I haven't returned her magic yet. Listen, I have to talk to Sunset. There's something I really need to tell her."

Thomas was about to run off again until Twilight stepped in front of and placed her hands on his shoulders.

"Wait, what do you need to talk to Sunset about?"

Thomas hung his head. "Something about our fight. It's really important that I tell her. Otherwise I don't know how long she'll stay mad at me for."

Twilight kept looking back at the Wondercolt Statue while he talked, coming across rather worried. Thomas caught on and raised an inquisitive brow.

"Twilight? What are you looking at?"

She lets go, looking back and chuckling sheepishly with arms behind her back. Thomas tried seeing what was behind her but kept getting blocked by Twilight leaning in front of his direction. She was preventing him from seeing what was behind her. Thomas grew annoyed when Twilight finally stops and grips her hands nervously.

"So, funny story," She smiled awkwardly. "You are not gonna believe who just showed up while you were looking for Lady."

Thomas was confused. "Oh? Who is it?"

"THOMAS THE TANK ENGINE!"

Startled, both teens jumped in their feet as the booming force alerted them towards the Wondercolt Statue. They watched frightfully as none other than Sir Topham Hatt, the Fat Controller himself, strolled up angrily to Thomas and Twilight.

Thomas stuttered, trying to get his name out. "Sir, Sir, Sir, Sir!"

Sir Topham Hatt reaches and stood firmly in front of them with hands on his waist and eyes glaring strictly at Thomas.

"Thomas, you've got a lot of explaining to do young tank eng," He corrected himself. "Err, whatever you are now."

Thomas couldn't believe it. He had to second guess himself. What was Sir Topham Hatt doing in Canterlot High?

"But, but, how did you find us, Sir? How are you even here?"

"Emily and I followed the tracks on the Magic Railroad straight to this place."

"Emily?! She's here too?"

Thomas looks behind him and sees all his friends gathered by the Statue base. He saw a girl Thomas didn't recognize at first until conceding that it was in deed Emily, who was now a teenage girl.

"That's right. We came here to, uh. Um, where exactly are we again?" Sir Topham Hatt asked.

"Canterlot High. Uh, Sir," Twilight responded.

Sir Topham Hatt looks at the school then back at Thomas and Twilight.

"Right?"

Being in another world was too much to take in all at once. He shook off the absurdity of it and spoke severely to Thomas.

"No matter. You best have a very good reason why you all kept this a secret from me. Diesel 10 on the loose again. Mr. Conductor asking you to find Lady, and the Magic Railroad on the brink of falling apart? Just what on earth is going on?"

Thomas and Twilight looked at each other shamefully. He sighed, then explained everything to Sir Topham Hatt.

* * *

Meanwhile, Emily was having trouble of her own adjusting to this strange new world. The engines and girls advised her while she struggled to stand on both her legs while clinging to the base.

Emily was about the same height as the Twilight and her friends. She had light emerald skin and gold eyes. Long, layered, emerald green hair with a low and loose pigtail resting on her shoulder and tied in a red hair tie. Emily wore a long, un-tucked chocolate colored top that reaches just below her hips. A short, emerald green cropped cardigan stopping above her hips and the top button un-did. An emerald green pleated skirt with silver linings, black tights and red flats. Both collars on the top and cardigan were collared a light yellow.

"Nice to finally meet you, Emily," Applejack said.

"Um, hi," She said, still trying to wrap her head around her environment.

"Just a word of warning before you freak out," Fluttershy said. "Twilight's pet dog can talk."

"Hi there. I'm Spike," he said strutting up to her. "Man, a lot more of you keep coming here every other day."

It was already too much of a shock for Emily being a person in a completely different world, but now animals were talking to her. She surveyed all the weird looking people with welcoming smiles. They seemed pretty nice so far, but too much change to her made it difficult for Emily to cope at first.

"Well, least she has an outfit that's well up together. Some what," Rarity commented. "Just needs a little more pazazz. With enough time, I think I can have you sporting something less last century and more in with the times."

Emily's legs shook trying to stand straight.

"Who are you? What are you?"

"They're our new friends," Henry said. "They've been helping us save our Island."

Edward introduced Emily to the girls. "Over there with Thomas is Twilight Sparkle. There's also Sunset Shimmer but we don't really know where she is at the moment."

Toby introduced the rest. "As for these girls. This is Rainbow Dash, Fluttershy, Rarity, Applejack, and,"

"Pinkie Pie!" She said, leaning close in her face.

"Oh, okay? Pinkie Pie," Emily said, a little weirded out.

"Here, Have A Cupcake!"

"I-I'm good. Thank you."

They all looked and bared such strange names. Her friends looked just as strange too. It was odd seeing them as people, more so seeing herself as a person. Emily didn't know how to feel about them. But seeing her friends just casually hanging out with them put her at ease a little. If they were happy around these girls, then they must be very good friends. She let's go of the base and attempted to stand on her own. But Emily teetered and swerved, eventually losing her balance until James stepped in and caught her before she fell. Emily smiles at James as he does.

"Are you okay, Emily?" he asked.

"I think so."

"Nothing like your first trip to get the hang of it, eh?" He joked.

"It's just so strange," Emily said taking it all in. "How are you all so use to it?"

"We've had time to practice," Toby chuckled.

"You're not even a little bit put off that we're people now?"

"Hmm, maybe at first," James admitted.

"You actually get pretty used to it surprisingly," Edward commented.

The engines shared a few glances remembering their first day being people too. James lets go as Emily stood up on her own. James and the others spotted her as she gained a steady stance; though her knees shivered and locked together trying to support herself.

"Looks like you got a lot of walkin' to do before you get to where yer friends are at," Applejack commented.

"I don't think I'll be staying long enough to get use to it," Emily said ominously.

The engines and girls all look back at Thomas with Sir Topham Hatt talking away. Twilight rejoins her friends fretting over the situation.

"How is it?" Fluttershy asked.

"It doesn't sound good," Twilight said hugging her arm.

Everyone began to worry now too. What was Sir Topham Hatt going to do?

* * *

Percy then walked out from the entrance. Still holding onto the door, Percy froze in his steps and stared anxiously at Thomas and the Fat Controller.

"Sir Topham Hatt?!"

Sir Topham Hatt was startled. "Percy?"

Thomas looks back at Percy then at Sir Topham Hatt while chuckling sheepishly. He glared at Percy, however, and ordered him to stand with him, remembering that he was suppose to inform Sir Topham Hatt that Thomas left the Island in the first place. Percy slouched and shamefully walked towards and stood next to Thomas. Sir Topham Hatt then pointed him towards the others. He walks over to them still feeling disgraced until he notices Emily. Then he ran up to everyone while Thomas and Sir Topham Hatt continued their discussion. He was still wrapping his head around everything. Being isolated then informed of this past week concerning Diesel 10, Discord, Lady, and the Magic Railroad was tricky for him to understand.

"Please don't be mad, Sir," Thomas said. "Percy didn't keep this from you purposefully. We're all very sorry."

"They'll be time for apologies later, Thomas. But right now, all I'd like to know is what on earth does this Discord character want with Sodor?"

"He wants to turn it into his own kingdom, Sir," Thomas said. "He asked Diesel 10 to steal Lady's magic so he can use it to grant him free control over all of us."

"And you thought trying to stop them by yourself was a good idea because?"

"I wasn't by myself. Well, for the most part maybe. It's just, this job was very important. Mr. Conductor,"

"What Mr. Conductor asks of you without my permission is not up to him," he interrupted. "Of all of you that knew about this, Mr. Conductor should've been the first person I heard from at most."

The Girls and Engines slowly crept towards the two, trying to avoid getting involved while listening to what's being said.

"He's losing his magic because of the Railroad's corruption," Thomas said. "The Magic Railroad is about to destroy everything on Sodor and Canterlot High."

"Which is why you should have all come to inform me about this predicament from the start. This matter concerns all of us, Thomas."

Thomas shied away. "I know, Sir. But there's nothing we could've done unless I went to look for Lady."

"Wondering aimlessly around the Magic Railroad and getting dangerously lost in other worlds with Diesel 10 after us all is not an ideal decision."

"But I didn't get lost! I found my way here using Gold Dust and made lots of good friends that are helping me rescue her."

Just then, another person came walking out from the front entrance. It was Principal Celestia. She was about to approach the girls upon noticing them until catching eye of Thomas and a man with a black top hat. Celestia went up to them first and stood next to Thomas and Sir Topham Hatt.

"Our home is in trouble. And if I didn't accept this task, we might all be flying off the rails and covered in shadows."

"I don't believe we met," Celestia said reaching for Sir's hand. "I'm Principal Celestia."

"Ah, so you're in charge of this institution then?" He said happily accepting her offer. "Bertram Hatt, Madame. But, I'd prefer Sir Topham."

"Sir Topham Hatt?" She said with an arched brow. "Right. Nice to meet you."

"I hope you don't mind. I was just having a chat with one of my uh," He clears his throat. "Students, here."

Celestia smiles. "It's okay. I know all about Thomas being a talking train from another world."

"Yes, well. Uh, you do?"

"I do. And I'm assuming you're also responsible for those other 'students' dropping by my school lately?"

"That I am. In fact, I'm here to bring them back to my Railway as soon as possible."

"But, Sir!" Thomas protested. "You can't,"

"Oh? Is that so?" Celestia said. "I'm sorry to see you off so soon, Thomas. Did you manage to help Mystic with her memory at least?"

"Who?" Sir Topham Hatt asked confused.

"The magic engine that runs her own railroad?" She confided with Thomas, correcting her with a nod.

Sir Topham Hatt looks at Thomas then back at Principal Celestia.

"How much do you know about what's going on?"

"About as much as I've been told. Why?"

He turns to Thomas again, glaring with a grassed stare. Thomas stepped away with his arms behind his back and grinning. Sir Topham Hatt stepped forward with his hands on his waist.

"Principal Celestia. Thomas here has undertaken a task far too dangerous for him to accomplish. He went behind my back and traveled off without a word of what's happening to Sodor. Worse of all, Percy and the others have been withholding this important information. They went into the Magic Railroad instead of coming to me first after I sent them to look for Thomas."

"I'm really sorry, Sir. Percy didn't want to tell you because he was afraid this would happen."

"Just like I'm afraid for you and everyone's safety, Thomas. You were nearly wiped out by Diesel 10 for goodness sake."

Thomas hung his head shamefully.

"This journey Mr. Conductor put you on is far too dangerous for a little tank engine. You've ran into too many close calls and put yourself and others in extreme jeopardy. Didn't you ever consider the risks of entering another world you've never been to?"

Celestia chimed in. "Mr. Topham I can assure you, Thomas has been under our watchful care this whole time. Sunset Shimmer and the others have looked after him while they were rescuing his friend."

"What, you mean them?" He waved at Twilight and the others. "You let your own students take on a task this dangerous?"

"They've proved themselves more than once that they can handle this sort of thing, Mr. Topham."

"But, they're still children."

The girls all crossed their arms angrily.

"What kind of school are you running here, Miss Celestia?"

Celestia crossed her arms, standing no nonsense. "If it weren't for those girls, our school wouldn't be running at all; which is why I trust them to deal with any sort of magic problem. Especially ones that often slip my attention."

"You know what, I was right; this is far too dangerous," He turns to Thomas. "Let's head back before Diesel 10 sees any of you."

"No, Sir," He protested.

"What was that?"

"I still haven't returned Lady's magic yet." Thomas holds the whistle in front of Sir Topham Hatt. "If I don't deliver these Sparkles to Lady, then she'll never return to the Magic Railroad and our worlds will be lost forever!"

Sir Topham Hatt examines the whistle then looks back at Thomas.

"All you have to do is give her this whistle?"

Thomas nodded. Sir Topham Hat pondered, then looks back at Twilight Sparkle and her friends. Grabbing the collars of his suit, he walks over to them and surveys the group skeptically.

"So," Sir Topham Hatt began. "You're the girls who were helping Thomas this whole time?"

"Yes. That's right," Twilight said.

"And you've, dealt with this sort of thing before?"

"Totally!" Pinkie Pie said. "We Face Magic Problems All The Time."

"Well, maybe not quite like what we've been doing," Rarity said. "But this sort of incongruous anomaly is definitely 'up our ally'."

"We've Defeated A She-Demon Sunset, Three Singing Sirens, An Evil Twilight Sparkle,"

Applejack nudges Pinkie's arm indicating her to stop talking. She looks at her then Sir Topham Hatt still surveying them with skepticism.

"Well, thank you for looking after Thomas and the others," He smiled. "I greatly appreciate it. You've no idea how much they mean to me."

"I think we do," Twilight smiled.

"Yeah, don't mention it," Rainbow Dash said confidently. "It's kinda what we do."

Sir Topham Hatt noted their comments, then turned to face Thomas and Celestia.

"Very well."

"Uh?" The girls say, tilting their heads.

"I don't much approve of this, but the current task at hand seems pretty straight forward enough." He reaches Principal Celestia and Thomas. "Your students shall give Lady back her magic while Thomas and the rest of my engines return to Sodor."

"What?!" Everyone said.

"Sir!" Thomas said.

"No buts, Thomas. My decision is final."

The Girls and Engines immediately look at each other anxiously.

"But,"

"What did I just say, young tank engine?"

" _I_ need to return her magic. Mr. Conductor said I'm one who has to use Gold Dust to bring harmony back to our worlds."

"And now," He went on. "Principal Celestia's students will do just that."

Thomas looks to Celestia.

"I'm sorry, Thomas," She said. "But, he's your railway controller. Whatever he says goes. As does mine. Honestly, I think this might be for the best, for all of you."

Thomas began steaming with frustration. Sir Topham Hatt wasn't listening to him. His friends were all worried. He wanted the Girls to restore Lady's memories and guide her back home instead of Thomas and the other Engines, who now have to leave Canterlot and their new friends behind. Arguing with Sir Topham Hatt was no use. Then something popped in his thoughts.

"Hey. I thought we were going to help them, Sir?" Emily asked. "You never said anything about bringing us home."

"Even if I let Thomas finish the job, you'd all be coming home right now anyway. I need all of you to set things back in order again on my Railway. I'm sure your new friends can mange a simple,"

"Did you send Diesel 10 away to be scrapped?" Thomas fired, finally having enough of this.

Sir Topham Hatt nearly jumped.

"Ugh, Excuse me?"

"Diesel 10 said you sent him away to be scrapped. Is this true?!"

Everyone was nervous. They didn't know what was gonna happen. Thomas kept glaring at him. Confronted, Sir Topham Hatt notes all his Engines crossing their arms and glaring at him as well. Diesel 10 must have told them everything. Finally looking back at Thomas, he puts on his stern assertiveness and explained everything from the start.

"I didn't want to scrap him. I tried reaching every railway I can that could take him in. Unfortunately for Diesel 10, however, he's built quite the reputation. Nobody wanted him. So, I, I,"

Thomas gasped and interrupted. "So, you did try to scrap him?"

"What was I to do, Thomas? Its not like I had any other option available."

"This is all happening because you sent him to the Ironworks."

"This is happening because this genie character tempted him to do so."

"Yes but,"

"That's enough, Thomas. I have done nothing but give him second chances. I don't like it anymore than you do. But time and time again, he goes out of his way to cause trouble on the railway. I could only weigh through the options with so much of what I had at the time. Diesel 10 made his choice and now we're all paying the price because of it. This, is his doing."

Thomas knew this all too well. If this were him a day ago, Thomas would still be arguing in Diesel 10's favor. If destroying Sodor was offered to Diesel 10 years ago, he'd still take it. Now things were different. He wasn't going to win this argument knowing all that he's done to him and his friends.

* * *

Twilight Sparkle looks over her shoulder and sees Sunset Shimmer. She approached the portal leading to Equestria with her satchel hung around her neck. Twilight quickly ran over to her. The other girls notice Sunset as well and followed after Twilight.

"Sunset? What are you doing?"

Her hands touch the portal's surface. "I'm going back to Equestria."

"What?! Why?"

Sunset sighed then looks back at Twilight.

"Because; Discord is the Genie."

Twilight's eyes widen. "Discord?!"

"Discord?!" The girls shout in unison.

They met Twilight and Sunset by the statue overhearing everything.

"You mean that all powerful spirit of chaos that can sweep the floor of us with nothin' but the snap of his finger Discord?" Applejack asked.

"But I thought he was tamed now?" Rarity asked.

"Are you sure it's really him?" Twilight asked.

"It's him," Sunset confirmed.

"Oh no," Fluttershy said, looking for someone to hide behind.

"Great! How are we suppose to take on a spirit of chaos?" Rainbow Dash asked.

"Princess Twilight would know what to do. Her and the others have defeated him before."

"Unless They Still Have The Elements Of Harmony, I'd Say We're Pretty Out Matched This Time," Pinkie commented.

Frustrated, Sunset faces the portal and closed her eyes.

"Maybe we can use the Magic Gold Dust to weaken him?" Twilight theorized.

Turning back after hearing Twilight's suggestion, Sunset notices Emily and then Sir Topham Hatt talking with Thomas.

"Is that who I think it is?" Sunset said, surprised.

"It's their Railway controller," Fluttershy said, nervously looking at him.

"What's he doing here?"

"Exactly what we expected."

"He came here with Emily after she told him about the Magic Railroad," Spike said.

"Long story short," Rarity commented. "He's not entirely thrilled over the fact that he's just finding this out now."

"That's Not Even The Worst Part," Pinkie Pie said. "He's Here To Take Thomas And Our Friends Back To Their World!"

"Does Lady have her memories now at least?" Sunset asked.

"No!" Twilight said, growing distressed. "That's the problem. He wants us to return her magic."

"What?!"

Sunset than ran up to Sir Topham Hatt still scolding Thomas.

"You've all caused confusion and delay. I will not stand by while my engines throw themselves into danger anymore. We are going home and getting things running back on schedule, effective immediately."

Shamefaced, Thomas notices Sunset standing next to Sir Topham Hatt and shied away, hanging his head disgracefully. It was unfortunate she had to show up right as Sir Topham Hatt was about to take them home. Sunset was still peeved with Thomas but wanted to talk Sir Topham Hatt out of forcing him to leave.

"Sir, they can't leave yet. Just give us a little more time and we can set things right."

"Well, I hope you do. And when my engines and I return to Sodor, I should expect everything back to how it was in due time."

"But,"

"Sunset," Celestia interrupts.

Sunset stared at Thomas. His head still hung and his eyes closed. He didn't add or object to anything being said. Despite his harshness, Sir Topham Hatt saw how upset Thomas was. This was a very important job to him. But after hearing what he's been though; with the shadow magic, Diesel 10, and Discord, it was all very dangerous in deed. He wasn't there to do anything about it. Sir Topham Hatt approaches Thomas, kneeling down in front of him and placing his hands on his shoulders. He spoke sincerely to Thomas, trying to make eye contact with him.

"I don't want to lose you, Thomas. Not again. All this magic and violence nonsense, it's not something you can stop yourself. This is way beyond your capabilities. I know you and Mr. Conductor mean well, but I can't forgive myself if I let something bad happen to you or the others. Your new friends here will bring Lady back safely. Surely, you must know they will, right?"

Thomas didn't say anything. He felt a wave of tears building but to many thoughts distracted him from leaking. He didn't want to leave Canterlot High. He didn't want to leave his friends and the wonderful times they shared. Not without saving Lady himself. Not without saying sorry to Sunset. The Girls all looked at each other. So, did the Engines. They too didn't want them to leave.

"Please, Thomas. Come home."

He looks back at Sir Topham Hatt earnestly. Hanging his head again, Thomas lets out a heavy sigh and stares dejectedly at the ground, answering with an inaudible response.

"Okay."

Sir Topham Hatt nodded then stood back up while gripping his suit's collars.

"Very good."

Thomas shuts his eyes again, feeling defeated. Sunset didn't know how to feel. This whole journey involved the both of them reaching the same goal; the same goal their friends helped guide them through. She knew how badly Thomas wanted to rescue Lady. Seeing how important she and Sodor was to him, Sunset wanted nothing more out of this journey then to make sure that his home, friends, and way of living were restored and protected from harm at all cost. Aside from becoming his friend, that was one of many important factors Sunset tried to accomplish since meeting him. Thomas should be rescuing Lady; Mr. Conductor put him on this specific path to do so. Now he wasn't going to get that chance anymore. Worst of all, now he had to leave Canterlot High and likely never come back.

"Wait," Gordon protested. "Don't we have a say?"

"Yeah," James joined. "We want to stay and finish the job with our friends."

Sir Topham Hatt turned and faced everyone.

"You can't just take them back," Rainbow Dash complained. "I don't care how close we are to saving Lady, we were all gonna finish this together."

"As two worlds uniting to save one's own," Applejack said.

"Sir, please?" Emily said. "We can't come all this way just to leave so soon. You said so yourself; this matter concerns all of us. Don't you think we should help out as well?"

He sighed. "I'm sorry, everyone. But this is how it has to be. That. Is. Final."

Celestia wasn't so sure how to feel herself as she stood next to Sir Topham Hatt giving out his orders to his engines. At first she thought it was safer for them to leave and avoid anymore dangerous encounters, but seeing the girls and engines downhearted made her second guess their decision. She remained silent regardless while Sir Topham Hatt spoke.

"Now, all of you can have plenty of time to say your goodbyes. Take as long as you need. But once that's done, we are going back to Sodor."

The girls and engines slouch then look at each other. Sad, worried, and afraid. This was it. All of Sir Topham Hatt's engines had to leave. How could this be it? After everything they've been through? They just go home without getting a chance to help out? Was their visit to Canterlot High for nothing? They now had a means to fix Lady's memories. Their contribution at least helped them to achieve this. And all the times the engines and girls spent with each other were ones they will never forget. The lessons they learned and experiences they shared were moments in their lives they hope to carry over for a long time. What disappointed them the most was leaving. Leaving behind everyone and everything they've experienced, and everything they've learned here knowing they might not ever come back. Leaving on that note was too much for any of them to bare.

* * *

 **To Be Continued.**


	37. Chapter 35: Universes Crumbling Pt 2

**And here's Part 2! I'm still annoyed this had to be split up, but no chapter other than the next one (Chapter 36) Is to be any longer than what the normal length is. And I didn't want to make two exceedingly long chapters. So instead you now get two in one weekend! Anyways, hope you enjoy the second half. Let the final stand begin! Read on and enjoy!**

 **PS; Universeses was spelled that way on purpose. Don't know why I'm telling you this, but I have a feeling some people might call me out on it.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 35: Universes Crumbling Pt. 2**

Everyone was now saying their goodbyes. The mood was solemn and depressing. Some tried remaining cheerful while others found it hard to crack a grateful smile. Sir Topham Hatt & Principal Celestia stood by the portal leading to the Magic Railroad watching their engines and students hugging, tearing up, laughing, and talking. Even though he didn't admit it, Sir Topham Hatt felt sorry for his engines. A lot must have happened with them here. And the attachment they grew to the girls strongly showed. Arms crossed, Celestia looks over at Sir Topham Hatt gripping his collar with a dry demeanor.

"You sure this is the best thing for your engines?" Celestia asked.

"I am," He said.

Looking back at her students and Sir Topham Hatt, Principal Celestia sighed then spoke her mind.

"Listen, I know I'm not a railway controller, but doesn't it seem a bit unfair having them turn back when we're this close to saving our world?"

"You don't understand. I know these engines more than the back of my hand. I know their needs and desires, what kind of engine they are, and their potential to be really useful. All this magic nonsense is far beyond what I'd consider something they can handle."

"They seemed to be doing fine from what I've gathered."

"I appreciate your observation, Celestia, but after hearing what almost happened Thomas, I just, can't allow something such as that to happen again."

"Even with my students and all his friends looking after him?"

Sir Topham Hatt gazes at her. "Especially."

Celestia raises her brow then the two go back to supervising the whole group.

"I can't afford to lose them," Sir Topham Hatt admitted. "These engines and I have been through many trials and tribulations. I've seen them at their best and their worst. But no matter how much confusion and delay there is, I still care for them. And I'd do just about everything to make sure they avoid making any regrettable mistake on a daily. You understand that at least, don't you?"

Celestia paused for a while, thinking about everything he said.

"I may have a responsibility for my students, but that doesn't mean I should constantly restrict what they can and can't do. I've taught many who have walked away from my school learning something about themselves that led them to a bright future. If they believe in what they can accomplish, what they can become, then that's all I can ask for. So, if you ask me, you're not getting the best out of your engines by forcing them to do something against their interest. But, that's just my two cents."

Sir Topham Hatt shied away. "Funny you say that. I've uh, I had this job switch event set up. To give my engines a chance to try different jobs. It went well at first. Until, you know."

"I do. And you still want to bring them back? That's unfortunate."

Taking note of her comment, Sir Topham Hatt stares shamefully at random spots then goes back to surveying the Campus.

* * *

Fluttershy and Henry finish their hug, still holding onto each other's arms as they let go.

"This has been the most fun I've had, Fluttershy," Henry said. "I'm so glad I got to spend most of my time here with you."

"Oh, Henry. That makes me so happy to hear," She said, sweetly. "I really enjoyed spending time with you too."

"You know, after my visit here, I can't help but appreciate my forest now more than ever."

"I wish I can see it one day. Even just one little trip is all I'd ask for."

"Maybe one day you can visit. And we'll travel around Sodor's forest together."

Henry then looks at Sir Topham Hatt. Upon hearing this, he turns to them and shook his head.

"Oh," Henry's eyes downcast in disappointed.

Suddenly, Fluttershy hugged him again with tears welling up.

"I'm going to miss you so much."

Henry does the same, feeling tears building up himself as he hugs her back again.

"So, will I!"

* * *

"Well," Applejack said. "Ain't this just a darn shame? And Ah barely got a chance to really know y'all."

"I know," Toby said solemnly. "It would've been nice to learn more about each other."

"Least ah got to know you," She smiles.

Toby smiled. "Same with you, Applejack. You know, I really did enjoyed working on your farm. Especially after, well, you know."

"Don't you go frettin' about that still. You know better now and that's what matters."

Applejack then rested her arm on Toby's shoulder, watching all their friends saying goodbye to one another.

"You keep workin' hard when yer gone now, yah hear?" Applejack commented. "Don't matter if yer a tram engine or no, be happy with who you are and be the best at what you can do. Never forget that. Okay?"

"For you, Applejack, it'll always be on my mind," He smiled.

Applejack playfully flicks the tip of the straw she gave him. Then they chuckle together trying not to let the situation gloom on them.

* * *

Rarity was adjusting Jame's jacket making it look more pristine to her liking. James just stood there and allowed her to add her own flare to it. She knew best when it comes to appearances and didn't object against it. James and Rarity then found each other gazing at one another. Rarity finishes up and steps back.

"Thank you, Rarity, for trying to make better clothes for me," James said.

"I think I should be the one thanking you, remember?" Rarity said.

"Why yes, that's right," he said proudly. "Why don't you remind me again, so that I won't forget the next time."

Rarity smirked. "Thank you for making my fashion show a success, James."

"My pleasure!"

Her smirk fading away, Rarity began feeling upset. James couldn't help but feel a bit emotional himself. The two looked at each other. They couldn't come to grips with saying goodbye. Seeing water build up in her eyes, James stepped forward and gave her a hug.

"Thank you, Rarity."

Rarity didn't respond. All she did was hug him back tightly, holding back her tears.

* * *

While everyone was hugging and connecting, Gordon and Rainbow just stood with arms crossed looking at random spots. They weren't much for mushy goodbyes and weren't quite sure what else to stay to one another.

"We had a good run you and me," Rainbow Dash said finally.

"We most certainly did," Gordon said.

The two still stood there awkwardly rubbing their heads.

"Um, so, good luck on pulling that Express thing."

"Ugh, I don't need luck. I am the fastest engines on Sodor. Luck has nothing to do me being fast."

"Just like magic has nothing to do with me being faster than you, right?" She said crossing her arms. "

"Only in your dreams, Rainbow Dash. I can be just as fast no matter what I am." Gordon then smiled. "And, I wouldn't have appreciated it more, If you hadn't taught me so."

Rainbow Dash and Gordon smiled to each other. Rainbow Dash bumped his arm playfully with her fist. They couldn't keep it to themselves anymore. As they looked to make sure no one was watching, Gordon and Rainbow Dash embrace in a hug.

* * *

"Be Sure To Eat Lots Of Candy When You Get Back. And Remember To Laugh And Have Fun. And, And,"

"I will Pinkie, I will," Percy chuckled trying to slow her down.

"There's Just So Much We Haven't Done Yet. So Many Parties We Didn't Get To Have, So Many Sweets You Haven't Tried," She gasped. "We Wont Be Able To Finish Our Rescuing Lady & Our Universeses From Certain Doom Celebratory Celebration Party!"

"Oh. Right."

Percy was feeling upset the more Pinkie reminded him of this.

"How Can We Have The Party Now If Your All Gone? Aw. And There's Not Enough Time To Make It A Going Away Party."

"Well, I'm happy I got to do most of that anyways."

"Really?" Pinkie said enclosing her hands together.

"Of course," He smiled. "Every time I felt down, you were able to make me laugh and take my mind off my problems. I never knew how much fun being a party pal could be until I met you."

Pinkie Pie bashfully teetered on her heels with her arms behind her back, starting at random spots as Percy does while rubbing his head. Then she spoke.

"Percy? Promise Me You'll Still Be My Party Pal Forever? Even When You're In Sodor?"

Percy smiled. "I Pinkie promise."

Welling up with tears, Pinkie Pie then bursts into a crying fit grabbing Percy in a tight hug. Percy warned her she was hugging him too tight but couldn't get a word to her through the stream of tears spewing out.

* * *

Meanwhile, Thomas, Edward and Twilight were saying their goodbyes while watching Pinkie Pie squeezing Percy in her grasp. Thomas then notices Sunset writing in her journal to Princess Twilight. She stopped for a minute and says goodbye to one of the engines. Then as they moved on, Sunset went back and reads over Twilight's response. Thomas watched her all the while, trying to build up courage to approach her.

"You know," Twilight said to Edward. "I'm not sure how this would've turned out if you weren't there giving me confidence."

"Oh, I'm sure you would've come around eventually. You are very smart, Twilight. All I did was give you a little push in the right direction."

"And that was exactly what I needed. Thank you, Edward."

"Always happy to help!"

Spike hopped and wagged his tail happily.

"Don't forget me. I helped to you know."

"Why would I ever forget you, Spike?" She smiled while leaning down to pet him. "When I still could never ask for a better canine companion."

Edward leans down and pets Spike as well. Twilight looked over at Thomas still watching Sunset. She was about to get up and check on him until Emily stepped in next to Thomas. Twilight smiles and goes back to petting Spike. Emily stares in Thomas' direction seeing what he's looking at then back at him.

"What's the matter, Thomas?" She asked.

"Oh. Hi, Emily."

"I'm sorry we couldn't convince Sir Topham Hatt to let us stay. It may be unusual, but this place seemed like a lot of fun."

Thomas slouched. "It is. But there's nothing we can do about it now."

"Is something else bothering you?"

"No. It's nothing."

"You sure?" She could tell something was definitely up.

Thomas leaned up again. "How's being a person so far?"

Emily hid her arms behind her back and kicked the ground softly.

"It's still very strange. How long did it take you to get use to it?"

"I don't remember. After I met Sunset, I sorta stopped worrying about," Thomas stopped talking.

He was reminded right then and their how difficult it was being a person. It wasn't until Sunset came into his life did Thomas not feel as abnormal about being a person. This suddenly dawned on him and made Thomas even more visibly up set. Emily gazes back and forth at both Sunset and Thomas, then points at her.

"Is that Sunset over there?"

Thomas hung his head and nodded.

"Why haven't you gone over and said goodbye yet?"

"We had a fight. I said some things to her and now Sunset's upset with me. I'm probably the last person she wants to talk to right now."

"Was she mad at you last time you spoke? After you've had your fight?"

"A little. She was more sad than angry I think. I, I made her cry."

Emily was shocked. What did he say to make someone cry? He'd never go out of his way to upset anyone. This fight between them was out of left field for her. But, Emily continued talking him through it.

"You are sorry for what you did though, right?"

"Of course, I am."

"Well, maybe she just needs to hear you say so."

"But I don't know how to tell her. What if she doesn't except my apology? I want to fix our friendship. But, I'm not sure if she does."

Emily felt sorry for Thomas. "I don't know what happened between you two, but you seem to care an awful lot for her. And I imagine she does too, right?"

Thomas looked at her.

"If she cares about you as well, then I'm sure Sunset will want to hear what you have to say."

Thomas looks back at Sunset. After a while, Emily went and patted his back reassuringly.

"Now may be your only chance to find out."

* * *

Emily was right. He had to fix things between them. Inhaling and exhaling, Thomas builds up courage and heads towards Sunset, passing all his friends still saying their goodbyes. Some notice him and realize where he's going, stepping out of his way and allowing him to walk through. Thomas had his eyes set on Sunset reading over her book then closing it.

Then, her attention was brought to Thomas, now standing right in front of her. At first, she didn't do anything, and neither did he. She remained frozen for a few seconds while holding onto her journal halfway tucked in her satchel. Letting go, Sunset then stood firmly with her arms crossed and stared angrily at Thomas. She knew he was here to explain himself in some manner, seeing how contrite he appeared, and wanted to hear what he had to say. Worrisome, Thomas stared back seeing her angry eyes piercing his. He didn't know how to properly begin. What could he say after what happened? Knowing that something needed to be said, Thomas finally spoke up.

"I know who you really are, Sunset. Actually, I always knew. But I let my own judgement cloud my thoughts. You were nice to me from the very start. Anyone else would've probably turned their backs on me. But you didn't, because you wanted to be my friend."

Sunset said nothing and continued staring firmly at him.

"I'm really sorry for what I said. Discord may have had a hand in it, but it was still me who said all those things. And that wasn't right for me to do."

Emily and everyone paused and watched them talk, anxious to see what her response will be. Thomas rubbed his head.

"It wasn't the magic in the Elements that made you who you are now. It was you all along. If I wasn't tricked into thinking Magic changed you, I still would've thought you changed for the better, even after all the awful things you did. Because even though Diesel 10 will never be good, that doesn't mean I have to stop believing in those who want to be."

Sunset stopped glaring at him but her arms remained crossed.

"I just… I just hope we can fix this somehow. Or maybe some other time when we're both ready to make amends. I don't want our friendship to drift apart. Not after everything. Not like this. But, if you want to stay mad at me, I understand. Just know this; I don't see you as the power-hungry monster that ruled over this school. I see you as Sunset Shimmer, my best friend from Canterlot High. And I always will."

Sunset's arms fall to her side. Where did this come from all of a sudden? How did this unexpected flip change his perspective? Sunset was confused at first. But after hearing everything he said, she felt a little less angry with him. He sincerely meant everything he said. Even so, she didn't know how to respond to this. A part of her wanted to be mad at him but knew this never would've happened if Discord came between them. Even after finding out the acts she committed, Thomas was still willing to forgive her, it was just the concept of magic warping her personality that steered him down the wrong path. Sunset still wanted to be his friend. Seeing him opening up like this what she'd hoped for. Her best friend from Sodor, the one she eagerly wanted to be friends with, still has belief in her. Here she was thinking that their friendship wouldn't be the same again. It will be, but for different reasons. And now, Thomas wanted nothing more than to make amends for his mistake.

Thomas then takes the magic whistle off around his neck and held it dangling by the string in front of him. He stares dejectedly at the whistle trying to hold back his tears.

"I'm sorry, Mr. Conductor."

Sunset was confused again. Elegantly, Thomas stretches his arm out to her. Sunset was shocked. He was now offering her the whistle. Thomas wanted Sunset to complete the job.

"I really am glad to have met you, Sunset Shimmer. And I hope one day you'll forgive me. Just like someone once did for you."

She looks at her satchel where her Equestiran book was tucked away. Then looks at the whistle and Thomas' glum face. There was a long pause. Nobody said anything. Sunset Shimmer has always been glad to have met Thomas as well. To hear and see him having to leave right as they were about to save their world only now just dawns on her. The realization that they've reached the point they've been building towards was finally taking its toll. Only, she pictured this a lot differently then how it's playing out. Sunset agreed with what Thomas said, about leaving their friendship to drift away, about leaving things as they were now. She didn't want that either. And seeing him so depressed not only because Thomas had to leave, but to leave all his new friends and his best friend from Canterlot High behind too, made Sunset want to mend their friendship now more than ever. Before he had to go; before they can possibly never see each other again. He couldn't be here with them anymore. Thomas had to pass on the whistle to someone he trusted. If this was a sign of any regret and a means to ask for her forgiveness, passing on his important job, to give her this whistle specifically, this may very well be it.

Sunset stepped forward. Still examining the Whistle hung from Thomas' hand. Eventually, with palms open, she hesitantly reaches for the whistle.

* * *

Back inside the school, Students were hustling and busting down the hallways trying to get to their class. One of these students, Flash Sentry, was happily making his way to his locker. Then there was trouble. Flash Sentry stopped and stood in the middle of the hallway. He gripped his head as a huge pain began seeping in. His vision became blurry. A tunnel of black encircled and closed in on his line of sight. He teetered and swerved, his head feeling much lighter and his legs became brittle and weak. He found trouble keeping his eyes open. Finally, Flash collapses to the ground, dropping his bag and causing books and notes to spill out. Everyone close by immediately stopped, pointed and gasped at the boy now lying motionless on the floor. Some students gathered and inspected him all over. One of them shouted for someone to get a teacher. Vice Principal Luna and Miss Cheerilee show up just in time and knelt down next to Flash.

"What's happened to him?" Luna asked.

"We don't know!" Said one of the students. "We just saw him passing out."

"Call the hospital now!"

Cheerilee nods and gets up to leave. Then, Flash started groaning as a slithering shadow cast begins covering his jacket and peels off stitches of fabric along the seam in it's wake, damaging and leaving ripped shreds hanging loose. The dark shadow manifested from the sleeves and spreads all through out his arm, turning even darker the more it slowly began covering the rest of his being. Everyone was surprised and terrified.

"What in Canterlot?!" Luna exasperated.

Out of nowhere, Miss Cheerilee began feeling dizzy until she too collapses on the floor. Luna looks over and sees a dark purple beginning to manifest on her vest, tearing away seams of the fabric while she groans in pain. Just as Flash was. Luna couldn't believe what she's seeing. What could be causing all this? What kind of Magic could do such a thing?

Then, another student fell to the floor; her clothes being torn while a shadow slithers over her. Another student falls over too. Then another, then another, and another. All being covered and torn apart by this dark umbra.

The students grew more terrified as more and more of them were dropping by the second. While everyone kept falling, the ones still up and about screamed and ran away. The whole school was now in a panic. The hallways were a stampede of teens running and crying all while they continue dropping left and right, some tripping over as they ran and found themselves also being eaten by the darkness. The CMC, supporting a weary and confused Mystic Sprinkles, back away into a corner nervously to avoid the onslaught of teenagers running disorderly, confused and worried by the sudden ruckus sweeping the whole school. The floors were covered in students and faculty members motionlessly consumed in the darkness. The lockers were also deteriorating as well, turning into rust and rotting away by the second. Everywhere in the school was covered in shadows and withering away. It was utter chaos.

* * *

From outside, everyone was alerted to the loud collective screams coming from inside the school. The cries and shrieks confused and terrified them; Principal Celestia the most. Nobody knew what was going on. Thomas and Sunset looked at each other trying to guess who it could be. Discord or Diesel 10? Or worse; the Magic Railroad? If Thomas didn't return Lady's magic yet, then the Railroad is still falling apart. And it was kicking into high gear this very second.

Just then, a flashing light appears out of nowhere. And floating right in front of Thomas and Sunset Shimmer was none other than Discord himself. No human, or train form, just Discord in all his glory.

"Never fear, good citizens! For I am the answer to all your turmoils."

The girls gasped and the engines screamed. Sir Topham Hatt and Celestia didn't know how to feel. They've never seen such a creature before. To see what Discord really looked like frightened Thomas a little. Nothing of this inconceivable monster is possible to imagine on Sodor.

"Discord!" Sunset glared.

"Sunset Shimmer!" Discord said cheerfully. "How very nice to finally meet you."

He teleports beside Sunset and slithers to her left and right side as he spoke.

"Although these are rather unfortunate circumstances, when this is all over I hope we can let bygones be bygones and really start connecting on a personal level. Any friend of Twilight Sparkle is a friend of mine after all."

Sunset steps away from him. "We are not friends. Especially not after everything you said to Thomas."

"Oh, are you still on about that? You really need to let go of the past, Sunset. It's not healthy to linger on things that once where."

Sunset was fuming. Everyone else glared at him as well. Except the engines. They weren't sure who this strange, terrifying looking creature is. Discord's attention was brought back to Sir Topham Hatt and the other engines.

"Now this is interesting," he smirked. "I figured you'd all be on your way to Sodor by now. I didn't have Sir Topham Hatt find his way here only to have him not force you all back home where you belong."

Emily gasped. "He knew Sir would send us back home."

"So, it was you who told us where to go?" Sir Topham Hatt said.

"In deed it was! Thank goodness I did, otherwise you'd have never found your way here."

"Wait, who is this?" James asked.

"And what does he want?!" Henry said shaking in his feet.

"Discord," Twilight surmised. "The Spirit of Chaos and Disharmony."

"He's been a pain in Princess Twilight's neck for a good while before his reformation," Applejack said.

"Only it seems he's up to his old tricks again," Rarity said.

"Just So He Can Take Over Sodor And Do Whatever He Wants!" Pinkie said.

"And now he's looking to get his butt whooped again," Rainbow Dash said.

"That thing is from the pony world?!" Gordon expelled.

"He is. Discord's the one behind everything," Twilight said. "This is all falling into place because of him."

"Ah, just as clever as the pony Twilight Sparkle," Discord says teleporting next to her. "Nice to see there isn't much contrast between the two of you."

"You mean, he's the Genie?!" Percy said frightfully.

"Not a genie," Toby said. "But something much worse."

The engines were even more scared now. They've officially met the 'genie' in all his entirety; the creature behind all of this. Twilight was feeling a little hurt by Discords comments. Nobody knew what was to come next. As if things couldn't get any worse, a familiar voice caught everyone's attention.

"Hello, Puffball!"

Walking towards them was Diesel 10 with Splatter & Dodge not far behind. He must have shaken off the animals, still as determined as ever to steal Lady's magic. Thomas and Sunset glare at him. The engines quivered, the girls readied their guard along with Sir Topham Hatt & Principal Celestia. Diesel 10, Splatter & Dodge rejoin Discord, teleporting to them then bowing his arms towards the school.

"She's all yours."

Diesel 10 looks over at the school. Canterlot High was now decimating from the looming shadow that covered most the west side of the building. Windows cracked, bricks turned grey and crumbled under the overcast. The horse gargoyles and other metal structures rusted away. The grass around campus dried and shriveled up until every turf withered away into nothingness. Celestia and the girls watched with grief over their school slowly withering away with everyone inside still screaming. Screams that soon start diminishing as nearly everyone in the school was now under attach by the accursed darkness. Diesel 10 grins, gaining enjoyment from seeing this school falling to the Magic's corruption.

"Thank you, Genie. But Puffball here has a much fresher batch of Gold Dust. One that I still plan on prying from him. One way or another!"

Thomas grips the whistle protectively. As Diesel 10 made his way over, a flashing light teleports him into Discord's eagle claw grasp.

"The name, is Discord! And we had a deal," He said pressing his eyes against his. "One I shall see to it you fulfill whether you like it or not. So, what's it going to be?"

Diesel 10 glared then shied away. "Fine. I'll get the stupid engine's magic first."

"That's right. And if I didn't make myself clear after your first reckless attempt, allow me to make myself clearer this time. I see one mark of that thing's tooth anywhere on that girl."

Discord snaps his paw fingers making Diesel 10 disappears. He reappears again, this time panting while inhaling and exhaling exceedingly. He was pale in the face and shivering with fright. Wherever Discord sent him to, it certainty straightened him out.

"Are we clear now?" He asked gravely.

Diesel 10 continued panting, too shocked to answer.

"Good!" Discord smiled. "Glad we've come to that agreement."

He let's go of Diesel 10, sending him falling back on the ground and landing on his stomach.

"I should also probably mention that I am laughably aware of your deceitful motives for me. So, don't be surprised if you find yourself back in that dimension the second you do anything seditious."

Diesel 10 struggled to get up, leaning on his arms as he scowls Discord before getting back on his feet, still staring angrily at him while Discord smirks with pride.

"Splodge, let's go."

Before they follow him, Splatter & Dodge look back at everyone giving them nasty looks. They almost didn't want to go with him, until Diesel 10's booming voice alerted them back to him.

"Now, Splodge!"

They look back angrily at Diesel 10 already making his way towards the school. Splatter & Dodge check on Fluttershy one last time, looking at them with concern, then turn away and followed after Diesel 10. Disappointed, Fluttershy slouched. Thomas wasn't having it.

"You're not gonna get away with this!"

Impulsively, Thomas chased after Splatter, Dodge and Diesel 10 running straight towards the entrance. Discord smiled and snapped his fingers.

"Thomas, wait!" Sunset called.

In a flashing light, Thomas went from being a human, to transforming back into his original Tank Engine form. His wheels clanged as they hit the ground hard digging deep into the pavement. He was a train again! Everyone gasped in utter shock. Thomas was just as surprised. How did Discord manage such a thing? With the magic slowly destroying everything, it was clear that they lost their connection to the Railroad, which meant nothing could protect them from Discord's magic anymore.

"Thomas?" Percy said.

"Now that your tank is deprived of Gold Dust," Discord said. "I get to do whatever I want with you all."

Glaring a head watching Diesel 10 enter the school, Thomas pushed and pushed with all his might to move forward. His wheels began turning, breaking apart the cement as they rolled along slowly through the rough ground. Discord flies in front of him and creases his face with the finger tip of his eagle paw.

"Still determined I see. I think what you need is a little time out." He floats back up in the air. "Maybe a closer look of what Sodor will become thanks to your incompetence will make you see the bigger picture."

Thomas stood scared and repentant while Discord goes to snap his fingers. Sunset sees the two whistles dangling from Thomas' buffers. Impetuously, She sprints towards him reaching for the whistles. Twilight Sparkle cries out to her, stretching her arm towards them as Sunset reaches Thomas.

"Sunset, No!"

"Thomas!" Sir Topham Hatt cries out.

Sunset grabs hold of Thomas just in time before Discord snaps his fingers. Within a flashing light, both Sunset Shimmer and Thomas disappear completely. Everyone's jaw dropped. Thomas and Sunset were gone, along with the magic whistle.

"What? What have you done to my engine!" Sir Topham Hatt called.

"Oh relax. They're back on Sodor. When I need Thomas and his whistle again I'll just pop them back here."

"You are going bring them back right his second, Discord!" Celestia demanded.

"I'm sorry," He said tauntingly. "But you're not the real Celestia. So, I don't have to take any orders from you."

"Discord!" Twilight called.

Just Then, Fluttershy began feeling dizzy. Everyone quickly caught on to this. She weaved back and forth until falling on the ground.

"Fluttershy!" The girls cried.

Everyone gathers around Fluttershy, motionless with a dark yellow shading covering and manifesting from her boots, creeping up and tearing away the materials. Discord gasps at the sight of Fluttershy being torn away by the dark shadow.

"Fluttershy!" Henry cried. "NO!"

Then Rarity passes out as well, groaning and being covered in dark purple shadow also manifesting and tearing away her boots.

"Rarity!" Rainbow Dash shouts.

Both Fluttershy and Rarity were being consumed in the Magic's corrupted, dark umbra. Everyone was in distress. They figured out pretty quickly why there was screaming coming from inside the school. The dark shading was spreading like a virus. What could they do though? The only way to fix this is if Lady is fully powered again. But the only object that can fix this is gone now. Along with the Tank Engine and Pony who traveled across the Magic Railroad to get it.

Without hesitation, Discord snaps his fingers and the dark shading disappears; both on Fluttershy and Rarity. The engines and girls felt relieved. There wasn't any shadow spreading anywhere anymore. Henry sits on his knees next to Fluttershy and wraps his arm around her head, lifting it gently as she slowly begins opening her eyes again. The black tunnel cleared and a grateful Henry focuses in on her sights.

"Fluttershy!" Henry said excitedly.

"H-Henry?" She said jadedly. "Is that you?"

"It is, Fluttershy. It is."

James went over and inspected Rarity, who leaned up while rubbing her head also trying to regain consciousness.

"They're all right!" James said astounded.

"You, you saved them?" Twilight said to Discord in disbelief. "Why?"

Discord examines Fluttershy recovering from her near fatal fall to the magic's corruption. He then turns away from the group and examines the diminishing school.

"The Magic Railroad is destroying our universes. At this rate, there isn't going to be anything left standing much longer."

Everyone fearfully watches as the west side the school, now nearly gone, being consumed in darkness and continuously spreading through out the rest of the building.

"What was Thomas thinking putting everyone's safety aside in favor of refurbishing his friendship with Sunset?" He looks over his shoulder. "Rather selfish if I do say so myself, wouldn't you agree?"

Everyone glares at him. They knew what he was trying to do and they weren't about to fall for it.

Things were only going to get worse now that Diesel 10's influence on the Magic Railroad is taking it's affect and operating as it was under his run of the line. As soon as Diesel 10 has Lady's magic, Discord now needs to figure out a way to steal it back from him and use it on another engine. But time was running out. An engine needs to run the Magic Railroad. By the time Diesel 10 returns with Lady's magic, Canterlot and Sodor will be lost to the darkness. There was only one thing that could be done now.

Discord then begins cracking his knuckles and stretching his back.

"No matter, looks like I have no other choice then to keep this world afloat myself now."

With the snap of his fingers, the west wing of Canterlot High was fully repair again. No shadow loomed over and destroyed the structure. The grass was green again, the horse gargoyles where as shiny and gleaming as ever, and every brick and window remained together and solid. The screaming heard from inside also went away. Everything was calm. Everything was back to normal.

"There!" Discord said cheerfully. "Now nothing here can succumb to the dark magic."

Before Fluttershy, Rarity, or any of the girls and engines can express their mixed gratitude, everyone was alerted to a city bus being torn by the shadow. It swerved and screeched then drove straight into a street light, knocking it over onto the ground. Snapping his fingers again, Discord repairs the damage, but with his own twist. Instead of turning it back into a normal bus and street lamp, the bus turned green, grew four stubby, webbed feet, and a long tail with scutes along the top and roof. The alligator bus wobbled away with people still inside while the street light, now with elegant eagle wings, few away into the sky.

"What are you doing?!" Twilight said.

"Oh right. You see, I am a spirit of chaos, not a spirit of keeping things in check. If I'm going to use all my powers to maintain some kind of balance I have to slip in 'some' chaos to even it out. You don't think that's fair?"

"But there'll be nothing but complete disorder. Either way, you'll end up destroying everything in this world."

Discord stroked his goat beard. "True, true. I suppose I could just let the Magic Railroad tear everything apart then."

"Just bring back Thomas and Sunset so they can return Lady's magic!" Rainbow Dash said.

"Not happening. You'll just have to wait for Diesel 10 to return before I can allow that. Besides, what I have planned for your world will be a nice sneak peak for your little engine friends."

He flies up and floats above the center of campus with his arms spread out.

"I give you; chaos, in all it's glorious disharmony!"

Using his magic again, Discord's raises his arms in the air and his palms glow a bright light as Discord's chaotic magic spreads throughout their vicinity. Pinkie Pie held her bag of gummy bears from earlier noticing it glaring a bright light. Pinkie drops it on the ground when the bag began to jitter and bounce, watching the baggie stretch out then break as the gummy bears inside grew in size. Petrified, Pinkie Pie and the others watch as they grew bigger and bigger, growing so large they exceeded about two stories tall. There weren't that many in the bag, but as they finished growing, six giant beastly gummy bears now stood alive and moving with one slamming it's stubby foot on the ground causing the area to shake a little with each step. A red gummy bear sees the terrified group and roars a thunderous growl.

Pinkie Pie gasped and pointed. "THE GUMMY BEAR CREATURES!"

The giant Gummy Bears roar again while stomping around campus.

"All of you," Sir Topham Hatt instructed. "Inside the portal, quickly!"

But as he goes to touch it, his hand wouldn't seep through it.

"What? What's going on?!"

Sir Topham Hatt places his other hand on the surface but it wouldn't let him in. The portal was closed for good. None of them could go back home. Twilight Sparkle noticed this and went up to try the portal leading to Equestria. It too wouldn't let her through as she felt around the surface for any means of getting in.

"The portals are gone!" Twilight cried.

Before they knew it, more and more chaotic nonsense began appearing everywhere. Discord chuckled all the while, watching the engines, girls, Sir Topham Hatt, Celestia, other nearby students and civilians now running about all over campus evading all the chaos popping out of nowhere. An inside out umbrella appears in Discords hands as he lays it on his shoulder.

"I believe today's forecast predicts; A New Reign of Chaos!"

* * *

 **To Be Continued.**


	38. Chapter 36: A New Reign Of Chaos!

**Let the climax begin! Everyone in Canterlot High is in trouble and Thomas and Sunset are still on Sodor. Will they make it back on time to help thier friends with their worlds spiraling into complete chaos? Hope you enjoyed this chapter and see you over on the next chapter. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 36: A New Reign Of Chaos!**

In a flashing light, Thomas and Sunset Shimmer found themselves transformed into their engine forms. Both were parked facing each other on a set of rails in a forestry area. The trees, branches and leaves blocked out the bright sun beaming past the small openings through the blockage, making their location a bit dim. They looked around frantically, trying to make bare of where they are. Sunset soon discovered she couldn't move her arms or legs. She could only nudge herself forward and backward as her wheels turned on the tracks. Thomas felt he was about to panic at first, not knowing where Discord had teleported them. But upon further inspection, both his surrounding and the N3 Vapor Beyer Peacock locomotive right in front of him, Thomas quickly deduced where they were.

"Sunset," Thomas said. "I think we're on Sodor."

Sunset looked around. Staring back at Thomas, she too caught on quickly this was indeed his Island.

"Well, that would explain this," She said, examining her appearance.

She went back to sight seeing the forest. The leaves where bright green and beaming with life. The cool wind blew whimsically, and the little rays of sunlight peaking through the trees brewed their boilers warmly. The area was strangely quiet. Quieter than usual. Sunset only knew of Sodor based on what Thomas told her, but to finally see and stand on it's rails was still everything she imagined it to be, minus being an engine of course. She couldn't help but smile a little. Thomas tried smiling as well despite their situation.

"Where are we on Sodor exactly?" She asked.

"This looks like the west side of the Kirk Ronan branchline. Which means," Thomas gasped. "Sunset. Do you see the Magic Buffers?"

Thomas and Sunset looked around. If this was the area where the Magic Buffers were, they can go back to Canterlot High. Finally, Sunset saw behind Thomas a set of switches pointed to the left that led down a small siding. And at the end of that siding were the Magic Buffers.

"There they are!" Sunset called.

Thomas couldn't see behind him but grew excited still.

"I'll go check it out."

Letting off steam, Sunset builds up speed and charged towards the Buffers. She was just about to make contact. But something was off with the Magic Buffers. A portal should've opened up at the velocity and distance Sunset was aiming by this point. Noticing this, Thomas called out for Sunset to stop. But it was too late. Sunset rams into the buffers. Upon impact, she bounces off and jolts back a bit nearly coming off the rails. Sunset collected herself then gazed at the Buffers in shock while Thomas finished wincing.

Sunset didn't know what was going on. She was still on Sodor. Was this part of the Railway falling apart? Where they completely cut off from her world? Repudiated, Sunset went up and rammed them again, each time without doing back to build up speed. But each time she made contact, the buffers wouldn't take her into the Magic Railroad. Sunset panted after each biff growing more and more anxious.

"No. No," She continued ramming the buffers. "NO! NO! No."

Leaning against the buffers feeling defeated, Sunset then noticed something else happening. A dark shading began covering the buffers. The wood rotted and metal rusted away under the darkness. Sunset backed away watching the buffers decimating right before her eyes.

"Are you okay Sunset?" Thomas asked.

She reversed out of the siding and back on the same line as Thomas.

"It's gone," She said hopelessly. "The portal doesn't work and the Buffers are disappearing."

"How will we get back to Canterlot High now?" Thomas said.

Growing frustrated, Sunset looked around while thinking to herself until she saw Mr. Conductor's silver whistle hung around Thomas' left buffer. Then she came up with an idea; one she didn't like and knew very well Thomas wasn't going to be on board with it either.

"We have to use the whistle."

Thomas' eyes widened. "What?! But we can't! Lady needs this, Sunset."

"It's the only way we can get back. Discord and Diesel 10 are close to gaining Lady's magic. We have to be there and make sure they don't."

He stuttered. "B-but. No! There has to be another way."

"Then we'll stop by Burnett's workshop and restock. We don't have time for this, Thomas. What's it going to be?"

Thomas pondered, thinking about going to Burnett's workshop.

"Burnett?"

He then notices an antique brass whistle hung around Sunset's buffer. Upon catching Thomas before Discord teleported them away, Sunset was trying to grab the silver whistle. But instead, she ended up grabbing the whistle Burnett Stone gave them during their visit to his workshop, the one he made for his wife. Thomas smiled excitedly while looking at Sunset's buffer. This confused her at first.

"What are you," Sunset looks down and sees the other whistle too. "That's,"

"Burnett's whistle!" Thomas said, laughing excitedly. "The spare he gave us in case we got lost!"

Excitement filled Sunset as well when suddenly it hits them.

"So, we can go back home!"

"And still return her magic!" Thomas finished.

"There's just one problem though."

"What's that?"

Sunset's enthusiasm lowered a bit upon realizing something. As did Thomas' upon seeing her complexion.

"How are we suppose to use it?"

Because they were engines, they didn't have the feasible means to use the whistle and teleport back to Canterlot High. Silent, the engines looked at the brass whistle around Sunset's buffer, contemplating what to do next. Their eyes shot up and looked at each other, both having the same idea.

Thomas smiled determinedly. "Come on, Sunset. I know a few people who can give us a hand."

With the blow of his whistle, he biffs up to Sunset and pushes her down the track.

* * *

Chuffing down the mainline, Sunset Shimmer was able to see more of Sodor and its scenery. There were lots of bright green trees, country sides that stretch far and wide with farm houses and wild animals running about. She had never seen a place like the Island of Sodor. It truly was everything Thomas made it out to be. But the beautiful sights soon came to an end.

Continuing their search, Thomas and Sunset looked around and saw what kind of tole the Magic' Railroad's corruption was taking on the Island. Everywhere they looked, the trees, plants, grasslands, any and all things were decomposing. It started with the trees. Every single blossoming tree around them began wilting away; drooping over, turning grey, and loosing all the necessities needed to stand. The branches hung off the trees strong and healthy bowed from lack of strength. Leaves curled up and began falling off, brushing against the breeze taking up more space in the sky than even the wind itself. Some flew onto Thomas and Sunset's roof cabs. The putrefying bark become brittle and peeled off the trees, turning grey and brown inside and out.

The grass on Sodor was also decaying as well, turning brown and shriveling. It dried up and wrinkled along with the soil beneath the trees, plants and grass, which became dry as sand and gravel. Flowers and other plants were decaying, wilted, and mushy. Petals broke off and joined the large storm of flaccid leaves in the breeze. Soon every pasture they chuffed by was a field of brown, drought, and turned into a desert filled landscape. There wasn't a hair of grass or plant life standing on any surface of the now sour dusty earth.

Passing over a bridge, Thomas and Sunset looked down and saw the water also drying up. Like a tub unplugged and sinking down the drain, the water that met the surface level was now trickling down reaching all the way to the very bottom of the deep end until there was barely any pond, lake, or river filling in the ravines. The two continued on seeing Sodor's beautiful land diminish before them. The wind carried what were bright and booming leaves and petals breezing freely in the sky, until even the wind itself diminished all together. Leaves and petals could only fall back down to the ground and remain laying on the earth.

Thomas and Sunset share a concerned glance as they chuff down and examine their surroundings growing more anxious with each passing trail showing them more disintegrating trees, plants, and rivers. Unbeknownst to them, each set of tracks they pass also started showing affects. The sleepers supporting the rails were decaying, being torn in half as it rots and withers like a school of mites eating each splinter at a time. The metal rails then buckled and bent. Some detaching from another and hung loose outward in the air.

They next came across a large farmland, where Trevor the Traction Engine and his driver Jem Cole stood parked by a fence close to the tracks. They were watching crops decaying and the ground drying up into sandy like dirt. Thomas sees them and applies his brakes, stopping just beside them from across the fence. He blew his whistle and got their attention.

"Trevor! Jem!" Thomas said parking next to them. "There's something we need you to do."

* * *

The world of Canterlot High wasn't holding up any better. While there wasn't any putrefying structures or plant life thanks to Discord, he still utilized his chaotic magic in their dimension while keeping their world protected from the Magic Railroad's corruption. And because of that, their world was now covered in outlandish surreal chaos.

The dark cloudy skies were now made of fluffy cotton candy, making the atmosphere appear in a soft pink with a tint of purple. The sky would often switch from day time to night every other minute. One moment it's bright and pink outside, the next everything is dark and purple, then it's back to brightness again, and vice versa. Grasslands and other corners of the town's street sections and side walks were replaced with checkerboard patterings colored in light and dark blue and pink. Serrated rocks grew out from the ground. Thorny vines wrapped around random things. Trees, branches, flowers, and other greenery were spotted and painted different colors.

Buildings and other structures hovered in the air with the roots of it's surface ground still intact and attached, leaving behind craters where the jagged, pointed rocks were once buried. Some of these floating houses were right side up and upside down. Some were so completely lost in gravitation they flop around and slowly float in circles counter clockwise. Houses and stores were upside down or turned into and modeled in a mix match of different shapes and materials of various, implausible building assemblies. This included houses made of playing cards and dominoes. A jelly tower, shopping stores made of straws, balloon structured facilities, cake modeled buildings, Canterlot Mall's now cardboard appearance, and bubble complexes.

At Canterlot High school itself, everyone and everything was in just as much disarray. People walking near by in the neighborhood and students with classes outside were in hysteria. They scurried and ran about all around school campus. The engines and girls all met and pressed against the west wing wall of the building, along with Sir Topham Hatt and Principal Celestia who stood on guard protecting them from the nonsensical chaos. They were all terrified, unable to make sense of what was happening. Though some of what was being made was harmless enough, it was only a matter of time until things started getting too out of control.

Everywhere they looked, they saw nothing but bizarre, strange, surreal, and inexplicable anomalies popping in and out in a light flash. The giant sized Gummy Bears were still stomping around campus roaring at passing people. Human sized Banana people with arms and legs dressed in business suits walked through the courtyard carrying brief cases. They found themselves tripping over banana slices scattered all over and fell on the ground causing their brief cases to open and spew out chicken feathers, clucking when the case springs open. The schools marching band instruments floated mid air and played on its own while parading back and forth across the field as they would if anyone where actually using them. Globes, cue, soccer, volley and basket balls spun frantically mid air and hovered past people. The gargoyle horse heads on top of the buildings were detached and flew freely with the help of their propeller beanies blowing raspberries. A number of floating calk sticks drew long division math equations on nothing but the air between them. They were correct, but the numbers, letters, and symbols were replaced with random inanimate objects like toasters, cheeseburgers, gloves, telephones, and hammers.

"Where's Discord?" Rainbow Dash said sternly. "I oughta give goat bearded show off a piece of my mind."

"We'll have to take care of him later," Twilight said looking around the courtyard. "Right now, we have something worse to worry about."

"Indeed," Celestia agreed. "We need to get everyone inside the school."

"I agree," Edward said. "Any where's gotta be better than being out here."

"Will it be any safer inside?" Fluttershy asked.

"Even with Diesel 10?" Sir Topham Hatt said.

"I have faith Vice Principal Luna and all faculty members are doing everything to protect our students," Celestia said.

"I wonder if things are any better back on Sodor," Percy said thinking about Thomas and Sunset.

"Given what we just saw done to the school a moment ago I quite doubt it, deer," Rarity said.

"Our first priority is getting everyone to safety," Twilight Sparkle said. "Then we find Discord and order him to stop this and bring back Thomas and Sunset."

"Right," Sir Topham Hatt nodded. "Celestia, let's get everyone to the school. You all get inside while you can and wait for us to return."

"As if," Rainbow Dash scoffed.

"We will do no such thing," Rarity said.

"Sorry, Sir," Applejack imputed. "But we're stayin' and roundin' up everyone as well."

"It's okay," Celestia assured him. "Girls, you have permission to stay and gather everyone to the school."

Sir Topham Hatt was not having it but allowed them to stay anyways. Twilight and her friends join Sir Topham Hatt and Celestia standing in front of the engines still scared but now confused over their exclusion.

"Um, I'll just, hide with them, if that's okay," Fluttershy said nervously.

"Fluttershy," Rainbow Dash said sternly.

Fluttershy hung her head and joined her friends.

"Oh Boy, Oh Boy, Oh Boy!" Pinkie Pie hopped. "This Is Going To Be So Exciting!"

"Hey. What about us?" James asked.

"Oh, no," Sir Topham Hatt urged. "You all need to wait in the school."

"I know your trying to protect them," Twilight said. "But we're gonna need all the help we can get."

"I'm fine with hiding inside," Henry said raising his hand.

"We're not letting our friends face all this danger by themselves," Toby said.

"Exactly," Applejack noted. "And that's the kind of can do attitude we need to rustle up everybody,"

"No," Sir Topham Hatt said. "That's out of the question. Now get yourselves inside that school or so help me,"

One of the giant Gummy Bear monsters stomped its stubby foot near by shaking the ground and causing everyone to bounce. Startled, the whole group gazed fearfully at the green giant roaring in their direction.

"Go now. Quickly!" Sir Topham Hatt urged.

Henry was the first one to run towards the school, followed by Percy, James, and then the rest followed suite. The Gummy Bear's attention was drawn to the girls running away and avoiding its attack with each swing and stomp of its ginormous feet and paws. After another swing of its stubby arm, the Gummy Bear creature tumbles over and falls on it's backside, struggling to get back up by wiggling its limps.

Reunited, the group then splits into teams. Sir Topham Hatt and Celestia partnered up while the girls stuck together. Clutching onto their Geode Crystals, Twilight and her friends pony up, growing pony ears, wings, and extensions along their hair. After they were charged and ready, they then split up and went around to subdue the chaos and rescue anyone caught in it's turmoil.

The engines make it to the front entrance. Gordon clutches onto the door about to open and step in, but then stops. Everyone anxiously waited for him while some surveyed the courtyard for anything coming their way. But Gordon still wouldn't open the door.

"Gordon? What are you doing?" James asked.

"I think I have a pretty good idea," Edward said.

"What's that?" Percy asked.

He lets go of the handle and faces everyone.

"We need to help our friends."

"But, Sir Topham Hatt told us to wait inside," Percy said.

"I agree with Gordon," Emily said. "Your friends, our friends, they need us. Seems they can mange to ward off all this magic stuff just fine. But the people still need to be saved."

"I don't know," James said second guessing. "It's getting worse out there."

"Which is why we need to step in and lend a hand before the school gets there," Toby said bravely.

"Are we really gonna go against Sir Topham Hatt's orders?" Henry said. "Again?"

The engines were silent. They didn't want to disobey Sir Topham Hatt's orders, especially after seeing how angry he was when founding out about Thomas' job. But people were in trouble. It was only going to get worse to the point where handling everything coming at them on their own will weigh down and overwhelm Twilight and the others. Going against Sir Topham Hatt may be wrong, but not saving people would be even worse.

Percy then smiled. "Well, Sir did say hide inside the school or so help him."

Catching on his word play, the engines began smiling as well. All except Henry, who was still afraid of all the magical nonsense populating the courtyard.

"Fluttershy could sure use some help," Toby said to Henry.

Henry gulped. Swallowing his fears, he plucked up courage the more he thought about Fluttershy and the rest in danger. Though he was more scared himself, the forefront of helping their new friends motivated Percy to step up and lend them a hand. Percy then jumped off the concrete steps and landed on the checkerboard ground.

"Alright everyone! Let's go!"

The engines cheer then ran to join Percy charging onto the courtyard. Each of them branches off to find one of the girls and assist them with whatever they're tackling.

Meanwhile, Discord was off on his own relaxing on the roof top. So long as he can hear chaos going on, he wasn't too concerned with what's going on, knowing fully he can just stop any interruptions with the snap of his finger. He continued relaxing on an easy chair wearing sunshades and a metal reflector, waiting for Diesel 10 to return while flying his gold fish kites.

"Ah!" Discord stretched and hid his arms around his head. "This is the life."

* * *

Twilight Sparkle and Spike were by a wall on the east wing of the building when Edward joined them. He looked up and saw three bicyclists riding vertical along the building walls. They rode on the sides and roof with the bicycle's wheels sticking to the surface smoother than it would on land. The cyclist couldn't stop and continued riding up and along the school walls. Noticing Edward, him and Twilight both nod and smiled. Twilight then used her telekinesis on the three cyclists. She lifts them off their bikes still rolling on the side surfaces without any driver. Covered in a purple magical aura, Twilight lowers them back onto the ground. Dazed and confused, the three cyclists where then escorted to the front entrance by Edward. Spike growls at the on coming marching band instruments floating directly towards them. Giving Edward enough time, Twilight holds them off using her magic to freeze them in their place. Eventually, the instruments ceased resistance and dropped to the ground upon her magic auras release. Twilight and Spike then made sure Edward and the bystanders reached the front safely and continued rescuing more students.

Rainbow Dash was flying in the air kicking, smacking, and throwing away the rapid spinning sports balls when Gordon spots and approaches her. Rarity wasn't far from the commotion either. She had a diamond shield created around her and a few students hidden away from the volley balls and globes striking her shield repeatedly. He then sees more people hiding behind a bush. But the spotted bush then puts on it's glasses, pulls out a newspaper and coffee mud, gets up and walks away reading the daily news while taking sips of its drink.

Confused beyond comprehension, Gordon was alerted to some sports balls that slipped Rainbow Dash's attention hurdling towards the bystanders. Thinking quickly, Gordon runs after the walking bush, grabs it, and steps in front of the bystanders while holding the bush towards the sports balls. Each one strikes and bounces off the bush still reading its paper and drinking coffee. He sets it down to walk off then guides everyone to the front entrance.

Looking over her shoulder, Rainbow Dash sees Gordon with the bystanders, as well as the gargoyle horse heads flying towards them with their propeller hats. Rainbow Dash soars down after them. Before they can reach Gordon, Rainbow Dash kicks one away and bounces off onto and hugs the other gargoyle causing both of them to spin uncontrollably. Gordon turns and watches Rainbow Dash regaining her altitude as she lets go and throws the gargoyle horse head against the wall. Gordon looks back at the bystanders already close to the entrance as they enter the building. He turns to Rainbow Dash again collecting her breath and gives her a thumbs up. She does the same before flying down and hovering next to him. The two hear more chaos going on. Rainbow Dash grabs Gordon by the wrist and pulls him across the field.

Henry finds Fluttershy more or less trying to avoid getting near and dodging the nonsensical chaos herself. She didn't like being outside where all the trouble was taking place. Startled, Fluttershy looks over and sees Henry placing his hand on her shoulder. She smiles back at him trying to muster a courageous grin. Henry couldn't bring himself to do so however, indicating he too didn't like being out here. Fluttershy turns to face him fully and nods, both understanding their underlined fears. But the two also knew they had to be brave for everyone's sake.

The first spot of chaos they come across were students running on Hamster wheels. They were sweating trying to keep up by running forward with the wheel spinning in the opposite direction. Surprised, Henry and Fluttershy share a glance then went up and grabbed hold of their hands to pull them out. They went up to every person trapped inside the stationary hamster wheel and tugged them away. Doing so caused the hamster wheels to launch forward like a loose tire coming off a moving vehicle. The wheels bounced and rolled off the ground until finally coming to a stop by spinning in a circular motion then falling on its side. The hamster wheels then turned into yellow butterflies with pink wings and cyan polka dots. The students panted and wiped off sweat. Fluttershy uses her Geode to call some of her animal friends and asks them to escort the students. Henry points to the school for them to go and hide in. They do so, with Angel Bunny, squirrels, and birds guiding the limping teens towards the school exhausted from running. Edward and Twilight step in as well wrapping most of their arms around their necks and carried them towards the entrance.

Toby ducks down and hides next to Applejack and some people crouched behind some bushes. She was escorting them away from the yellow Gummy Bear giant searching through an empty car and waited for the opportune time to make a break for the entrance. The Gummy Bear throws the car away over its shoulder causing it to explode upon landing on the road. Applejack looks at Toby and the other students informing them the plan. Toby and the rest nodded. Taking one more look at the giant Gummy Bear, now distracted by Pinkie Pie hopping around, Applejack gets up and signals everyone to follow her.

They do so, staying as close to the wall as possible until they reach the center courtyard. Some held onto each others hands and interlocked arms so no one got separated. Applejack locks her arm around Toby's and proceeds to the doors. Then, a giant, wind up, cymbal-banging monkey appears out of nowhere in front of them. Toby, Applejack and the others skidded and froze in place. The monkey banged its cymbals whaling along to each clashing clang while everyone covers their ears. Applejack and Toby tried calming the students, but they soon ran away from the wind-up toy barely attaining a foot towards them. They called out and warned them not to run away. But the students soon find themselves running into wide, elongated, full figured eggs. One ran into a small egg, another into a medium size egg. Each egg was bigger than the last and consisted of stained glass patterns of Discord. Finally, the last student ends up in the largest nesting doll which closes shut on them.

Applejack runs up and tried prying the doll open. "Help me get this darn thing open,"

Toby does so, helping her with the bigger nesting doll. They pulled and pulled with all their might. Applejack uses her Geode to increase her strength and successfully pries open the nesting doll and frees the student. They quickly move on to the next doll while Rainbow Dash and Fluttershy fly above and distract the cymbal monkey directing it away from campus. Each student they freed stepped in and pull open the next enclosed egg. Toby went a head and opened the smaller nesting dolls, finding them surprisingly less staining and more in tune with his strength. Soon every student was freed from the dolls. Toby panted a little already feeling worn out from saving people. Applejack rests her hand on his shoulder and smiles, showing pride in his prowess. After they collect themselves, they follow after the students making their way to the school.

James and Emily meet Rarity using her Diamond faced shield to block random objects from striking her and a few people hidden inside the dome. They wanted to go over but their path was covered in banana peels, along with the human sized banana business men tripping over them. Taking caution, Emily was the first to step in the field of banana peels, taking one step on an empty surface. She then takes another on empty surface with her other foot and carefully avoids stepping on the peels. James also takes one step on an empty space after seeing how seamless Emily was preforming. But then Emily nearly looses her footing and starts swaying back and forth. Both her feet locked together as she teeters on heels. James quickly tip toes over to her while avoiding left-over banana peels and catches Emily before she fell. The two friends sigh in relief. Emily looks up and the two smile to each other. Then they notice three banana men walking by casually until they trip and fall over. Doing so cleared a path for James and Emily. Seizing the opportunity, Emily and James waited for all the banana men to trip over the banana peels then even more seamlessly walk over and help the people caught in a falling loop. Once the banana field was clear, they meet Rarity fading her diamond shield away upon their arrival.

"Ugh. I've just had about enough of all this chaos drivel," Rarity said brushing off her clothes. "I'm going to need a serious spa treatment when this is over."

"I'll say," Emily said. "But we still need to get these people to safety."

"Agreed," Rarity nodded. "Everyone, to the school!"

Just then, the vicinity suddenly started raining pies. But instead of raining from the sky, the pies were raining from the ground. Pies splattered all over them, leaving the teens in a sticky mess. They're clothes were covered in blueberry, raspberry, pumpkin, and apple pastry.

"Hurry!" James called to the students.

Him, Rarity, Emily and the students ran down the courtyard while being pelted with more pies raining upward from the ground. Some splatter on James' face now meshed with different flavors. Annoyed, James wipes it off then continues on with the others trying to dodge the ascending shower of various pies. The teens evade and step out of the pie rain standing not very far from the entrance.

"We're almost there," James said.

James, Rarity and Emily look back and see one of the students grabbing their leg trying to pull it out from the pavement. Only it wasn't pavement. The ground beneath them was now made of melted fudge. The three students screamed finding themselves sinking under the sticky chocolate. The more they struggled the quicker they sank. James, Emily and Rarity watched anxiously and ran over to help them out. Thankfully it seems they reached the bottom as the teens now stood at waist level in a puddle of muddy chocolate. The three friends grab each of the three students and tried pulling them out, finding it difficult to free them from the sticky substance that began cooling up.

* * *

Percy was pressed behind the Wondercolt Statue hiding from one of the Gummy Bear creatures stomping in the streets. He was trying to reach Pinkie Pie dealing with one of the giants on a look out for anything that moves. He was too afraid to step away from the statue and debated on going somewhere else. Nothing can be any worse than facing a three story Gummy Bear. One of the monsters walks away however, leaving a clear path for him to run towards Pinkie Pie hiding behind the school sign. This was as good enough timing as he can ask. Shaking off his fears, Percy sprints towards the school sign and knelt down next to Pinkie Pie. After looking out from behind the gold horseshoe, she kneels back down and beams upon seeing Percy sitting next to her.

"Percy!" Pinkie said happily. "You're Not Hiding In The School?"

"Nope. We-we decided to lend a hand," He said trying not to sound scared.

"Oh, Well That Explains Why This Is Seeming A Lot Less Difficult Than We Thought."

"So, what are you doing?" Percy asked looking out from behind the horseshoe to see a red Gummy Bear marching around.

"We're Gonna Take That No Good, Deliciously Delectable, But Still No Good Gummy Bear Down!"

"We?"

"Of Course! Now That You're Here, I Won't Have To Do All The Munching By Myself!"

"P-Pinkie. I don't know. I only came here to see if you needed help rescuing someone. I can't take on a," Percy gulps and gazes at the red Gummy Bear. "Gummy Bear Monster."

"Oh, Sure You Can. How Bad Can An Over-sized, Gigantuous, Man Eating, Bundle Of Sweetness Be?"

Another explosion goes off followed by the roar. Percy and Pinkie stare out to the streets nervously watching the red Gummy Bear stomp the ground. They duck down again.

"I can't do this, Pinkie," Percy said anxiously then grew more dejected. "I just, know I can't."

Pinkie was concerned for him. Something was upsetting Percy. Something preventing him from having the confidence to tackle this. Was he really afraid of the monsters? Anyone one would be, sure. But for him, Percy wants nothing to do with it. He had been upset about something for a while, and Pinkie wanted to pucker up his spirits once more. But this time with a different tactic. Determined, Pinkie Pie smears a muddy substance across her cheeks, pulls out two army helmets and places one on her head. Her pony ears poke through two holes specially carved out for them to fit through. She places the other helmet firmly on Percy and smears his cheeks with the muddy substance.

"Listen Up, Cadet!" She said in a scratchy demanding voice. "We've Got A Plan Of Attack And We've Gotta Roll Out And Follow Through It! Otherwise, The Enemy Will Have The Higher Ground And This Battle Will Be Compromised."

"Is this, chocolate?"

"Couverture!" She said normally.

Pinkie scoops a finger tip full off her cheek and eats it. Giggling to herself after enjoying her sample, Pinkie goes back to portraying a militant persona.

"Now, In Order To Win This Battle, We Must Initiate A Strategic Tactic That Hinders The Enemy's Only Weakness."

Percy had no idea what Pinkie was doing or what she's going on about.

"Stapogate-What?"

"Work With Me, Cadet!" She said leaning close to him. "Think About It. What Do You Do With Gummy Bears?"

Percy shrugs his shoulders and grins sheepishly. "Run away and hope they do too?"

Pinkie leans ups, grabs an extra gummy bear from her hair, and takes a bite out of it. Percy was shocked.

"You want me to eat them?!"

"Giants Or No, They're Still Tasty Snacks. And We Are Gonna Chow Down Each And Every Last One Of Them To Their Tiny Toesy Woesy's."

"But I can't, Pinkie. I'd like to be brave and help out, but this is too scary. How am I suppose to eat all of that anyways?"

"Together, Silly. You Didn't Think You Were Gonna Have All The Fun Alone, Did You?"

Pinkie rests her hand on his shoulder reassuringly and smiles. Percy was confused. She wasn't in her militia mode anymore so where could this be going.

"If We're Gonna Defeat These Monsters, You Gotta Stand Tall And Learn To Face Your Fears. Once You Do That, You'll See They Can't Hurt You. Just Laugh And Make Them Disappear."

Percy raised his brow. "Will that work?"

Another explosion goes off. This one was close enough where a gust of wind from the crash breezes past them.

"Maybe They Can Still Hurt Just A Little Bit. But Don't Worry. So Long As You Laugh Your Way Through This, You Won't Think About Being Scared Anymore!"

"I don't think now's the time for laughing, Pinkie."

"Are You Kidding?! Every Time Is A Time For Laughing! You Just Have To Know When It's Appropriate. Other Than That, Laugh Like There's No Tomorrow!"

Percy gulped. He wasn't so sure. He was still doubting himself. Then he remembered something an old friend told him once. After a hesitant sigh, told he Pinkie his friend's motto.

"Being brave isn't the same as not feeling scared. Being brave is about what you do, even when you do feel scared."

Pinkie Pie smiled proudly. Percy does the same.

"Does That Mean You'll Help?" She asked interlocking her hand together.

"I. I guess," He plucked up more courage. "I will."

"Yippie!"

Zooming away then back again, Pinkie rolls in a light blue cannon with pink wheels and a sunflower on each side of the wheels. Pinkie then grabs and lifts Percy off the ground and stores him into the cannon.

"Pinkie! What are you doing?"

She turns the cannon towards the red Gummy Bear and lines it up in the creature's sights. Percy shivered inside the cannon as he met the monster still stomping around the streets. Pinkie Pie pops up from below meeting Percy face to face and grinning gleefully.

"I'm not okay with this, Pinkie! There has to be a better idea!"

"Don't Worry, Percy," Pinkie winked. "I Won't Let Them None Of Those Nasty Sugary Bears Take You Away To Their Home In The Forest."

Percy stuttered nervously with wide eyes.

"W-what?"

Pinkie Pie drops down then pops back up behind the cannon. She grabs the string and places her food on the wheel.

"Go Get Em, Percy!"

"Wait!"

"Fire In The Hole!"

Yanking the string, the party cannon fires off and launches a screaming Percy into the air hurdling towards the Gummy Bear. Confetti flew everywhere and stuck to Percy's clothing. His arms and legs waved and kicked frantically as he soared through the sky still screaming. The red Gummy Monster spots Percy and growls as he nears the creature standing its ground. Pinkie Pie stomps her party canon upwards and hops in. Lowering the canon in the direction of the gummy bear, Pinkie lines herself up and blasts off into the air as well with confetti spewing out and sticking to her. She reached her arm out with her fist enclosed while hurdling towards the monster. Along the way Pinkie Pie flies past Percy, sending him rapidly spinning clockwise upon passing him.

His arms and legs spread out as Percy strikes and lands on the giant's jelly stomach with a full belly flop. Percy peels his face off the sticky surface; The rest of his body still stuck to it. Nervously, he took a bite out of the jelly. After a couple of chews, Percy realized that these giants were in deed still very much editable snacks. Satisfied, Percy happily takes another bite. Suddenly the giant Gummy Bear Creatures weren't as scary as he thought. Pinkie Pie reaches the monster too and ends up at the top of it's head. In one foul swoop, she munches down the Gummy Bear in a rapid spinning, continuous motion. A streak of pink was all that could be seen circling around the creature and a vacuuming sound heard while the head and the arms slowly disappear under the spinning pink ring. Percy was still on his second bite when Pinkie reaches the torso and consumes as much as he could before it disappeared under the circling streak.

Soon the entire Gummy Bear was gone, consumed by Percy and Pinkie Pie, but mostly Pinkie. The two friends found themselves sitting on the ground next to it remnants. Their backs leaned against each other while they blissfully rub their tummies.

"Best, Day, Ever," Pinkie burped.

Then, Pinkie heard Percy making a funny noise from behind her. It started off slow, then kept on going. He was laughing. Percy couldn't help but laugh at how exhilarating being shot out of her Party Cannon was and flying towards the giant creatures thinking it could only end badly. Top it off with Pinkie's burp and he was having a grand time. Pinkie Pie joins in, both chuckling for a good while until they simmered down. They were now just happy to be successful in their retaliation.

But their victory was soon interrupted. The other two Gummy Bears, one yellow and one green, began stomping over to Percy and Pinkie Pie causing the ground to rumble and shake in their wake. The two looked up in dread and felt the weight and fill of their stomachs finally catch up.

"Do you think we have enough room to eat the rest?" Percy asked nervously.

Pinkie Pie held back some regurgitation. "Probably Not."

* * *

Things were only getting more complicated. James, Rarity and Emily still couldn't get the students out of the melted chocolate fudge. Even when Gordon, Rainbow Dash, Applejack and Toby stepped in they were finding it difficult still. Applejack managed to pull one out but the other two still had to be saved. Their attention then had to be drawn to the gargoyle horse heads flying towards them. Rainbow Dash and Applejack go over to stop them but were pelted by more pies raining upward and threw off Rainbow Dash's flight and distracted Applejack. Twilight Sparkle, Spike, and Edward were too busy dealing with the cymbal clanging Monkey. No matter how much they tried to combat it, the chaos kept on getting much stronger than before.

Fluttershy and Henry were watching things getting worse. Fluttershy saw a family of raccoons huddled together confused and afraid. She flew over and tried shielding them by hugging the family. Then there was trouble. Henry sees one of the large, medium sized nesting dolls nudging its way wide open towards Fluttershy. Gasping, Henry tried calling out to her but the marching band hovered passed and played its loud instruments behind him. The noise drowned out his call, making it so she couldn't hear his warning. Henry glares at the instruments then looks back to see the impending nesting doll inching closer and closer to Fluttershy. Henry tapped his lips nervously. He didn't know what to do. Afraid, worried, frozen in fear, he had to do something. And do something he did.

At the spur of the moment, Henry ran towards Fluttershy picking up the raccoon family in her arms still unaware of her surroundings. Suddenly to her surprise, Henry pushes Fluttershy out of the way just in time. In time for the nesting doll to enclose itself on Henry, trapping him inside. Fluttershy recovers while still hovering and holding onto the raccoon family. They jump out of her grasp and run away. Still confused, Fluttershy then gasps once she caught on what just happened by looking at the nesting doll and hearing someone banging from the inside. Cries for help belonged to Henry. Fluttershy covers her mouth with her hands. Shaking her head in denial, Fluttershy flies over and inspects the doll.

"H-Henry?" she called.

"Fluttershy? Are you okay?"

"Yes," She places her hand on the doll. "Thanks to you."

Henry sighed in relief. "That's good."

"Let's get you out of there."

Gripping the lid, she pulled and pulled, but the vertical lid wouldn't open. Henry was pulling from the inside as well. But no matter how hard they pulled they couldn't get it to budge. Henry finally gave up.

"It's no use. Go help the others. I'll be fine here. I think."

"No!" Fluttershy said. "I won't leave you."

She uses her Geode to call upon her animal friends for assistance. Any animal with poseable fingers including a bear, the raccoon family, squirrels, Angel Bunny, and some beavers stepped in and gripped the doors ready to pull. On Fluttershy's command, they heaved and pulled, able to get it open enough to let in light, but no further could they budge it any further.

"Fluttershy," Henry said bravely. "Don't worry about me. I'll be alright. Go. Make sure everyone else is safe now too."

Fluttershy collapse to her knees and leans her head on the wooden doll.

"But... you saved me."

She felt a wave of tears building up. Henry peaked through the opening and saw Fluttershy spiraling in despair, sniffing back her tears. He presses his back against the walls and collapse to the floor. The animals still kept tugging until eventually they too gave up. After which, they huddled around Fluttershy for comfort seeing how upset she was. Grateful, she embraces as much of them as she could and lets a few tears to leak out. The two friends stayed as they were. Fluttershy, Angel, and the rest of the animals never left Henry's side. All they did was wait for their friends to show up and give this another try. But with Discord's magic getting worse, there will be too much to subdue by the time they make it to them.

* * *

A cloud of sparkling gold shaped like a tank engine materializes in the streets. As the Gold Dust clears, Thomas and Sunset Shimmer find themselves standing in the middle of a shopping district of Canterlot. At least, this would be where they were, save for all the changes made to half the buildings down each avenue now either floating above ground upside down and made of bubbles, cardboard, balloons and all sorts of bizarre choices for building structures. Thomas and Sunset quickly notice this and gaze worrisome at the altered structures and patterning. They also realized to that they weren't where they tried to teleport.

Sunset walks further into the street and looks around. She was confused over how they ended up in the shopping district and not Canterlot High. Seeing the state her world is in was also catching her off guard.

"I don't get it. Why are we here?"

"Maybe the sparkles are not working properly because of the corruption?" Thomas said.

"Maybe. Well, at least it brought us back to Canterlot."

Sunset examines both Mr. Conductor's and the brass whistle in her hand.

"The Gold Dust still work. But it's not able to navigate where we want to go."

"That must be why we're here and not at Canterlot High."

Just when things were getting more confusing, she looks back at Thomas and see him still in his tank engine form. Thomas didn't realize this yet as he was too busy staring at the everything around him in awe struck. The street looked completely different now. The side walks were checkerboard, stores floated above ground, and the sky was pink with cotton candy clouds.

"Discord did all this?" Thomas asked in shock.

"He did," She said walking back to Thomas and stood beside his buffers. "Princess Twilight told me the extent of his magic. But I never could've imagined anything this bad."

Thomas finally looks down and sees his buffers. He was startled to realize he was still a tank engine in Sunset's world. Discord's magic must still have an effect on him and so Thomas didn't turn into a human upon entering this dimension. He looks at Sunset, both fully aware of the danger they faced and the damage being done here.

"We have to put a stop to this!" Thomas said unwavering.

"And we will," Sunset said gripping her satchel.

Sunset looks down the street in their direction. Suddenly, a person walks in front of Sunset, giving her a bit of a jolt. This person wasn't walking on the ground like normal. They were upside down. Their head barely touched the ground and their feet walked seamlessly along air as they would on earth. She steps away from the person casually passing by her and Thomas, not at all alarmed by everything in their vicinity. Thomas looks around and sees a number of people also walking upside. Some were walking their dogs, talked on the phone, and carried groceries bags that remained intact and grounded on the air they now stroll along.

There were more unusual sights to came. Examining the streets, Thomas and Sunset saw even more chaotic nonsense passing by and taking up most of the block. A Fish using a candy cane was sitting by the sewers trying to fish for something inside. The fish managed to catch a cat meowing in distress. Thomas and Sunset looked up and see a car with thirty-foot long deer legs. It walks beside Thomas, who stared up in awe at the strange sight until it passes by and continues walking. A green city bus with stubby feet, an alligator tail and scutes running along its top came to a halt and lays on it's stomach by a bus stop. Its doors open and out came screaming civilians running away. The doors close, the alligator bus gets back up, and continues on to the next bus stop. There were trucks with tiny humming bird wings, Square dancing traffic lights, and people running the opposite direction on a circular spinning road being chased by floating, laughing carrots.

Thomas and Sunset looked at each other worrisome. They though about their friends and how they're holding up against all this madness. Thomas plucked up courage.

"Hop on board, Sunset."

"What?"

"Lady's the only one who can stop this. I'll take us to Canterlot High and then we'll deliver the whistle together."

"You gonna be okay driving through all this?"

"How bad can it be?" He said trying to sound chipper. "Now let's go."

Sunset nods determinedly. She went over to Thomas's cab and climbs on board ready to take off. Resting her arm on his side cab, Sunset stared in wonderment at all the valves.

"Should I like, be doing anything with these?" Sunset asked puzzled by the configurations.

"Just leave it up to me," Thomas said.

Thomas groaned and grunted. Turning his wheels with every ounce of strength he could, he managed to get himself going. His wheels mowed through the pavement breaking away the rock as they pressed forward. At last, they gained a consistent speed. Sunset firmly held the side of Thomas' cab as they chuffed down the chaos filled streets of Canterlot.

* * *

While chuffing speedily now, Sunset and Thomas spot more chaotic anomalies passing by. To their right, a family of dolphins swam next to them, jumping up and diving back into the pavement. A collection of analog and digital clocks ticking, winding, gear shifting, and alarms went off as they float by and soar a head. A vehicle sized sailboat drove beside Thomas' left. The bald eagle driving the boat lifts its sunglasses and bounces their brows before driving off down another street. A strawberry milkshake tornado began tearing away some of the buildings and collected a few objects in its wake. Random objects such as the dancing traffic lights, trees, and a round folding table. Thankfully, the tornado didn't catch Sunset or Thomas and whizzed down a different block.

Then, and perhaps the most surprising sight to Thomas out of everything he's seen so far, was none other than The Chinese Dragon. Long ago, he was tasked with carrying a Chinese dragon made of paper and lights to a carnival back on Sodor. He once used it to scare Percy for teasing him about the time Thomas thought the saw a ghost. Now the Chinese Dragon was alive and flying next to him glowing with lights illuminated from his insides. The Dragon looks over to a startled Thomas and winks at him. Sunset didn't know what Thomas was worked up about, despite it still being very unusual. Some bongs and Guzhengs go off as the Dragon happily slithers in front of Thomas and serpentines the rest of the way down the street until they were out of sight. Sunset was still trying to wrap her head around it, though not as much as Thomas was.

Sunset was then alerted to a backdrop building made of a cardboard tipping and leaning towards them.

"Thomas!" she called.

Thomas looks and sees the plummeting backdrop building falling down about to land on top of them. Building up steam, Thomas races a head before the cardboard backdrop could hit them, landing with a thud on the road. There was more to come. Without any rails, Thomas couldn't turn to his left or his right. This became apparent when a store structured out of balloons was in their sights and approaching closer to it faster than he could stop.

"Cinders and ashes!"

Jagged, cone shaped rocks grew and came poking out from the road all around them. They sprung up everywhere out of nowhere and drew closer and closer to Thomas and Sunset.

Thomas tried to apply his brakes but was still heading towards the balloon house. Just then, one of the jagged rocks sprung out from underneath Thomas. It pushes from underneath his buffers and tilts him over to his right. Sunset held onto the side of his cab with her life. Another one grew as he rams into it, causing him to shift more to his right and straight down towards the other street. Landing back on the ground with a clang and a hefty thud, Thomas proceeds on ward and exists the shopping district.

"We're almost there!" Sunset said. "Just a few more blocks."

Hearing this, Thomas builds up speed and charges down the street, chipping away the road as seamless as driving on rails.

* * *

 **To Be Continued.**


	39. Chapter 37: Out of Control

**So I should probably mention this now for those that were around when this chapter was originally A: a two parter chapter and B: going to all take place in just one single chapter. Everything you've read here and back on C-36 were all originally going to remain on C-36 respectively. But the chapter was 18,000 words long, and even I was getting winded from reading it all in one. So, I split them into a two parter but I still wasn't satisfied with it, especially since I promised this was suppose to take place in just one part** **. I didn't want to make another two parter since I already made one previously. So now, chapter 36 is now chapters 36 and 37. I'm sorry this wasn't all in one chapter like I said. I will admit I got a little carried away with the chaos magic. And now we're stuck with two separate chapters. But hey, now we've got two different chapters in one day! Nothing else I feel like writing here except hope you enjoy this chapter. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 37: Out of Control**

Inside the school, students and faculty members were still recovering from the near fatal incident that saw a number of them being torn by a strange shadow that began knocking everyone unconscious. Vice Principal Luna and the school nurse went around checking to make sure they weren't hurt. At most, the ones nearly consumed were dazed and confused. They had trouble recollecting their consciousness and stared at their surroundings wondering what happened. Other than that, students and teachers were up and walking again. Then everyone began asking what it was that happened with no clear answer.

Luna steps inside one of the class rooms seeing if everything was clear. All was fine, but the students were gathered by the windows gawking outside. Luna joins them and peers through the window. She see's Principal Celestia and rotund man with a black top hat helping Twilight and some of her friends guiding students and other bystanders to the entrance. Luna was in shock. Things were just as bad outside as they were inside. She began speculating whether the Genie or Diesel 10 were behind this.

A scream from one of the students alerted Luna and other faculty members in different classes to the halls. A girl pointed and shrieked as Diesel 10, Splatter and Dodge stood in the middle of the halls put off by her cries. Students froze in their place. The man looked rather scary. But what was it about him the girl was screaming for? Diesel 10 looked at everyone and grinned. Then, Pinchy rose up from behind his jacket and chomped the air frantically.

Much like moments ago, students were screaming and running away. This time from the strange man with a giant claw harnessed on his back laughing at the sight of everyone fleeing in fear. Luna leans out from the classroom and sees Diesel 10 marching down the halls with two teens following him. She then exits the classroom and hurries over to Principal Celesita's office. Barging through the doors, Luna runs over to the P.A. com and presses the speaker button.

"Attention all students and teachers. Quickly gather to the nearest classroom and remain inside until further notice."

Splatter & Dodge reluctantly follow a chuckling Diesel 10 making his way down one of the halls while Luna continues giving her warning through the P.A. speakers.

"This is a full lock down! Keep your doors closed and don't open for anyone or anything. I repeat, keep all doors locked."

Cheerilee, Cranky Doodle, and other teachers directed the frightened students to their classroom then closed the doors behind them. Doors slammed shut as Diesel 10 passes by each of them. He wasn't too bothered with it. If the lost engine wasn't in halls, all he'd have to do is start tearing down doors to get inside and look there. He ordered Splatter & Dodge to peak inside the classrooms anyways to make sure. Looking inside through the windows, Splatter & Dodge could only make out students and faculty member huddled together in far off corners shivering in fear. They didn't see Lady though and grudgingly moved on.

Each time he passed a student, Pinchy snapped at them then quickly reclines back, giving them a fright before safely running off to a classroom. Diesel 10's piercing eyes surveyed the halls. He was going to find Lady one way or another. And no amount of hiding or running was going to slow him down anymore.

* * *

Finally, Diesel 10 came to a halt. His grin grew as he stared down the end of the hallway. Apple Bloom, Scootaloo and Sweetie Belle were struggling to keep Mystic on her feet. Mystic kept needing their support to stand on both legs. Finally, she couldn't bare it anymore and fell to her knees.

"C'mon, Mystic," Scootaloo warned.

"We have to get inside the classroom!" Apple Bloom urged.

"I don't know what's wrong with me," Mystic said covering her forehead with her palm.

Sweetie Belle's scream alerted the two girls towards the hallway they came from. Diesel 10 stood mere feet away from Mystic and the CMC. Mystic wearily looks down and sees him as well with his arms hidden behind his back smiling with an unwelcoming grin. The CMC got a bad vibe off this man almost instantly.

"If you don't mind me, I'll just be taking that girl off your hands and be on my way."

Meanwhile, Splatter & Dodge stayed behind watching this unfold. They didn't want to intervene anymore and let things played out as is. The girls grabbed Mystic and tried backing away from him. Mystic tried crawling backward with them despite how weak she felt. She then started groaning in pain. Flashing memories of a shrieking claw and a maniacal laughter fill her memory. She stood on all threes while clutching her head.

"Mystic?" Sweetie Belle asked attending to her. "What's the matter?"

"T-the man. With a giant claw!"

The CMC look at each other wondering what she meant until they remembered her mentioning this a while back. She was having nightmares about running down the hallways being chased by an evil man with a claw. They look back at Diesel 10. With everything that's going on. The mysterious shadow cast consuming everyone, Mystic's magic sparkle situation, and the people looking for her, they quickly assumed might be the man from Mystic's nightmares, and he was as real as ever. Unlike Thomas, whatever this man wanted with Mystic, they discerned his tone of voice not sounding very altruistic at all.

"All I need is the one girl you're carrying there," Diesel 10 said in a soft voice. "You can run off and do whatever after you've handed her over."

The girls tried being brave, despite every limb quivering with fright.

"W-well," Apple Bloom stuttered. "You can't have her."

"Yeah!" Scootaloo said. "She stays with us. And that's that."

"Okay. That's fine too," He said throwing his arms up. "I was hoping Pinchy would have something to munch on anyways."

A terrible shriek catches them off guard when Pinchy rose from behind Diesel 10's back and chomps the air in front of them spitting out sparks and fumes of thick smelly smoke. The girls screamed and hurried back away from him further and further as Pinchy munches frantically while a chuckle or two slips Diesel 10.

Dodge watched nervously while Splatter spots something down the hall. He get's Dodges attention and points him to a jar of Gold Dust lying on the floor. The two boys looked at each other. They were getting sick of working for Diesel 10. It really was fear driving them to stick with him. After seeing all the freighted students and their boss attaching innocent little girls, Splatter & Dodge came to the same agreement. They were going to leave Diesel 10 behind. They grab the jar of Gold Dust and then ran away down the hall as quickly as their legs carried them.

Diesel 10 hardly noticed their absence. He finally found the lost engine. Nothing else mattered to him other than this moment.

"Here we go!"

"What do we do?" Sweetie Belle asked.

All four girls were terrified. They grew distressed even more so when they found themselves backed against a wall at the end of the hallway with Diesel 10 closing in. There was no escape. The CMC huddled and hugged Mystic trying to shield her from the scary man and his clamping claw.

Just then, Mystic began glowing a bright light. Golden sparkles shine off her being radiantly. Wind chimes clatter as her entire being was gradually covered in shiny gold sparkles, similar to the ones from Sweetie Belle's jar. The girls examine her amazed and confused. Mystic looked at her hands twinkling with gold. She didn't know why or how, but Mystic then grabbed hold of her friends and pulled them close, thinking the sparkles with protect them somehow. Diesel 10 knew what this meant. Frustrated, he lunges forward and grabs Mystic by the arm and yanks her up to her feet.

"Not this time, steamie!" He chuckled.

Mystic tried breaking free from his grasp but Diesel 10's grip was too strong. All she could do was stare at his conniving grin as the sparkles slowly began merging over onto and covering him from mystic's arm. Diesel 10 knew no matter where she teleported, he'd be there to take all her magic away for good. Apple Bloom, Sweetie Belle, and Scootaloo step up and stood between Mystic and Diesel 10, now angrier than they were afraid.

"Leave her alone!" Scootaloo said.

Scootaloo then bravely jumps up and grabs Diesel 10 by the arm that held Mystic's. The weight kept throwing him off and forced him to release his hold. Sweetie Belle steps in next and hugs his leg. Before he knew what was going on, Apple Bloom jumps on top of and tackles Diesel 10, causing him and all three to trip over and fall on to the ground. Mystic's was covered head to toe and gold sparkles now much brighter. She reached out for her friends keeping Diesel 10 at bay.

"No!"

Before she could do anything, Mystic disappears under the blanket of pure light. And as the light clears, she was no longer standing were she was. The CMC all notice this as they sat up and stared at the corner only to find nothing but left-over sprinkles gathered where Mystic stood. Apple Bloom, Scootaloo, and Sweetie Belle looked at each other very worried and very confused. Gasping, they heard Diesel 10 grunting and quickly got back on their feet and ran away.

Pinchy dug into the floor and used its hydraulic arm to lean Diesel 10 back up. Diesel 10 shook his head until he realized what happened. He frantically crawled over to the collection of gold sparkles gathers some in his hands. He clenched his fist so tight the sparkles clattered under his fist. Diesel 10 fumed. He was red in the face and quivering with frustration. On his knees with his arms waved out, Diesel 10 yells a loud cry while still gripping the Gold Dust in his palms.

* * *

The CMC ran down the halls hearing the reverberated yelling from Diesel 10. They looked everywhere for Mystic but didn't see her anywhere. Finally, they find Mystic Sprinkles, laying on her stomach close to the door by the gymnasium. The three girls ran over and inspected her. She was awake still, but now weaker than she was before.

"Mystic," Sweetie Belle asked nudging her shoulders.

Mystic looks up confusing like. Her eyes then shot open.

"Are you all okay?!"

"We're fine," Apple Bloom smiled.

"No sweat. We taught that big old meanie a thing or two," Scootaloo said casually.

Mystic sighed in relief. The CMC had a lot of questions. Why was the school in hysteria? What did this claw man want from her? Why couldn't she remember her given name and where she is after she was covered in gold sparkles?

"So, what was that all about?" Apple Bloom asked.

"What was what?" she said tilting her head.

"The guy with the giant claw!" Scootaloo specified.

"And you glowing in all those pretty gold sparkles," Sweetie Belle said. "Just like the ones I found around school."

"And when you were singing in the Gym," Apple Bloom finished.

Mystic looked confused. "When was I glowing sparkles?"

"When that man cornered us in the hallways," Apple Bloom explained. "It just happened literally seconds ago."

"Don't you remember?" Scootaloo asked.

She shook her head quizzed. "The giant claw man I vividly remember. You all saved me from him."

The girls smiled.

"But, gold sparkles? Are you sure this happened?"

"But it did," Apple Bloom said.

"What else can you remember?" Sweetie Belle asked.

Just then, Vice Principal Luna shows up to investigate the commotion.

"Girls," She said worryingly. "What are you doing?"

"We're trying to help Mystic," Scootaloo explained.

"It's not safe out here," Luna said. "Help Mystic to her feet and follow me to the classroom."

The three girls nodded. Mystic leaned up on her arms looking at Vice Principal Luna then the CMC. Apple Bloom, Scootaloo, and Sweetie Belle turn and look at her.

"We gotta get you inside the class now, Mystic," Apple Bloom told her.

She stared blankly at the floor.

"Mystic?" She looks back at them. "Why do you keep calling me that? Is that my name?"

The three girls share a glance. They weren't so sure themselves anymore who she was. Luna had never officially met Mystic until now. Sunset was right. Maybe she was from Thomas' world after all. Her amnesia was the reason Lady doesn't believe she was a magical train. And it seems her memory issue was only getting worse. With Diesel 10 loose in the school, Mystic was no longer safe in CHS. Whatever Thomas and Sunset have planned to fix Lady's amnesia, Luna hoped they were on their way to do so right this second. Until then, she knew getting them all to safety will buy then enough time.

"Right. Let's get going, girls," Luna ordered. "We'll figure out what to do once we're safe."

Mystic sat up kneeling on the floor.

"Listen. This is going to sound silly, but. We… know each other, right? Does that mean we're close?"

The girls became more worried. She didn't completely forget them thankfully. But using her magic to get away from Diesel 10 knocked away a few moments. However, she did remember Apple Bloom, Scootaloo, and Sweetie Belle as well as recollections of all four spending time together.

"I mean, I can remember all the things we did together. But, I feel like we just met today. Is that normal?"

The CMC have never been more afraid and concerned for her now more than ever. Apple Bloom smiled however, confusing Sweetie Belle and Scootaloo.

"Of course. You're an honorary member of our club."

Scootaloo and Sweetie Belle shrugged and joined in.

"That's right! We're called The Canterlot Mystical Crusaders," Sweetie Belle imputed.

"Mystical," She said puzzled. "Did you name it after me? Why?"

"Cause we're trying to help you learn who you are," Scootaloo said.

"And we're still gonna," Apple Bloom said. "No matter what."

"Who I am. That's what we were doing?"

The girls nod happily. This made Mystic smile. She knew something was wrong with her memory. And to hear them say the times they spent were helping her fit in and learn who she is fill her with joy. The CMC pitched in and helped her to her feet. Once she was steady, Sweetie Belle and Apple Bloom hold her hand, and the four girls carried her across the halls to the classroom.

"Now that I think of it, I sort of remember you saying something like that before," Mystic said. "And, there was something else too."

"What's that?" Apple Bloom asked.

"Someone saying I was, a train? Or something? Do you know that means?"

Apple Bloom, Sweetie Belle, and Scootaloo share a glance. Luna goes over and holds the door open stepping in when necessary for support. The CMC stood between the threshold. They look up at her and smiled in reassurance. Mystic does the same. Luna, and the CMC then step inside the classroom where Cranky Doodle would teach Geography.

* * *

"Alright everyone!" Applejack called. "On the count of three, we heave this bad boy open."

The girls and engines gathered by the nesting doll Henry was trapped in after saving Fluttershy from nearly getting caught by it herself. Applejack, Rainbow Dash, Gordon, and James held onto the door while Twilight readied her Geode.

"One. Two. Three!"

The four friends pulled and pulled. With Applejack's strength and Twilight's telekinesis, they managed to pull the nesting doll wide open. Henry was sitting by the corner in a fetal position when light beamed inside. Ecstatic, he stood up quickly and ran out, meeting everyone checking over and asking if he was okay. Closing the thing shut, Applejack then lifts up the whole doll and throws it over the school. Henry leaned on his knees panting with relief. He didn't know how much longer he could take it being inside.

Suddenly, Fluttershy swept in and hugged Henry off the ground. Fluttershy's wings flap elegantly as he hugged back while swirling in her grasp. Both remained happily embraced until the two floated down on the ground landing gently on their feet. Fluttershy looked up to Henry, both were happy to see each other again.

"You saved me, Henry."

"Yeah! I did, didn't I?" Henry chuckled. "Kind of like an angel. Right?"

Fluttershy beamed and nodded. The two hug again while everyone happily watches.

"Uh, hate to break up the reunion," Rainbow Dash interrupted. "But we still got a magic mess to clean up."

There was still an abundance of Discord's chaos sweeping campus. The engines and girls nod and branch off to continue the fight. Henry and Fluttershy see a group of students pressed against the school walls across from them. Fluttershy recognized them as Lyra Heartstrings, Sweetie Drops, Sandalwood, and Microchips. A green Gummy Bear giant was strolling near by. They were trying to sneak pass the creature, hoping it wouldn't spot them.

Meanwhile, Sir Topham Hatt and Principal Celestia were busy helping Twilight and her friends when Celestia notices the four students and the giant Gummy Bear looming over them. Impetuously, she runs over to try and help, but not before being pulled back by Sir Topham Hatt. Soccer, cue, volley, and basket balls came flying past nearly hitting Principal Celestia followed by the floating marching band instruments. He had pulled her out of the way on time before any of them could strike. She looks back at Sir Topham Hatt and smiles gratefully. He does the same, but then quickly notices Henry standing next to Fluttershy. Then Gordon with Rainbow Dash, and then Edward with Twilight. All of his engines were out rescuing people and stopping the chaos when he ordered them to wait in the school.

"What are all my engines doing out here?" He said. "I told them to stay inside."

"Maybe it's a good thing they didn't," Celestia said. "I don't see anymore people we need to rescue. Looks like their the last group."

"I suppose so. But it's still too dangerous. If we're quick, we can get those students back inside so we can make sure the rest are safe."

"If only the three-story gummy bear didn't make that chore more complicated."

The Gummy Bear Creature looks down at Henry and Fluttershy, both holding each other and quivering. Celestia and Sir Topham Hatt waited anxiously for the opportune time to run over and save Fluttershy, Henry, the four students escape.

* * *

Splatter & Dodge exit the school and ran straight to the portal from the Wondercolt Statue. Reaching portal heading to the Magic Railroad, Splatter touches the surface to find his hand wouldn't pass through.

"It's not working!" He said beginning to panic.  
"Why's it not working?"  
"I don't know?"

Dodge then looked at the jar of Gold Dust they snatch on their way out.

"Oh, Oh! Why don't we use these!"  
"Oh yeah! That should work," Splatter nodded.

Dodge opens the jar. He holds it above Splatters head and flips the top around. Gold Dust spilled all over Splatter. His hair and face were a mess with sparkles. Splatter looks at him rather annoyed. Dodge just grins and shrugs sheepishly. Splatter takes a hand full off his head and sprinkles it on Dodge by rubbing some on his head and shirt. They go over to touch the surface again. This time, the portal opens as Splatter's hand seeps through the rippling portal.

"Bingo!" Splatter said.  
"Was his namo!"

Splatter looks at Dodge annoyed still.

"Sorry," He shrugged again.

Before they left though, they heard cries coming from down the courtyard. The giant green Gummy Bear drew its attention back to Sweetie Drops, Lyra, Sandalwood, and Microchips. Fluttershy, Henry, Sir Topham Hatt and Celestia watched helplessly as the monster slowly turned until its shadow loomed over the four students.

Splatter & Dodge stood where they were watching the frightened students backed against the wall. The two stared at each other nervously. Splatter was half way in the portal, but he didn't go any further. Even if they wanted to, what could they do to help? They were just as scared of the giants and wanted nothing to do with them. The only difference between their predicament was that they can actually escape and run home as free diesels. But the sound of their cries, the sight of them quivering held them back for some reason.

Then the strawberry milkshake tornado stormed by the streets flinging debris all over. One of these scraps caught in the tornado was a round folding table, which flew off and lands inches from Splatter & Dodge. The two looked at it then back at the students cowering from the monster. They were free diesels. They don't have to do anything Diesel 10 told them to. They don't have to be here in this dangerously weird world anymore. But seeing the danger everyone was in kept them bounded, along with all the nice things Fluttershy said about them now flowing through their heads. Fluttershy, the girl who stood up for them among her friend's denial, got them out of trouble, and gave them a chance to act independently.

As if a spark ignited, Splatter & Dodge looked back at the folding table again, then at each other both conjuring up the same crazy idea.

The Gummy Bear monster roared at the four students. Lyra and Sweetie Drops hugged each other as does Sandalwood and Microchips, awaiting their impeding doom. Waving its stubby arms in the air, four gummy spikes materialize and grow out from their studs. With the swing of its arm, the creature launches the spikes directly at the four students. Waiting fearfully for something to happen, all four open their eyes and realize nothing did happened.

Lyra and Sweetie Drops then saw Splatter & Dodge standing in front of them holding onto the bars of the round folding table like a shield. Quivering themselves, Splatter & Dodge open their eyes and look at the four students smiling with gratitude. They do the same, with Dodge even giving them a thumb up. The Gummy Bear roared angrily and launches more spikes. The two diesels quickly braced for impact and steadied the table to deflect the oncoming spikes bouncing off the table.

"Come on!" Splatter called.

The students got up and followed Splatter & Dodge as they carried the table hung on their left shoulders while Lyra, Sweetie Drops, Sandalwood and Microchips ran behind them crouching close to the wall. Fluttershy and Henry see the moving bench and the teens fleeing the scene behind it. They couldn't quite make out who was carrying the bench though. Regardless, they were helping them escape. Now they had to do their part to ensure they reach the school safely. So Fluttershy flew high up to the Gummy Bear's face and got its attention. The Gummy Bear roared and turned to chase after Fluttershy already far enough to give it a chase.

The floating laughing carrots arrived and spots Splatter, Dodge, and the four students hiding behind their table shield. Pointing the ends of their tips directly at them, the laughing carrots launch themselves at the six teens. Microchips warns Splatter & Dodge upon seeing them. Everyone stops and the two diesels readied the table. Soaring down rapidly, they strike the table with each impact causing them to implode on impact. Splatter & Dodge held their grounds feeling the push of each carrot jolting them a little until there were not more. They continue on and reach the middle of the courtyard.

But then, something unexpected appeared in the courtyard. Something that caught everyone's attention and frightened them down to the core. A giant, scaly claw with long sharp talons lands on top of the statue base. Admits the thick dark smoke emitting from their nose, a red, fire breaking dragon emergence from the smoke. The dragon roars a fiery cry spewing flames from its mouth directly at the green Gummy Bear giant. The Gummy Bear melts away under the burning flames leaving behind a huge puddle of jelly. Everyone in the courtyard was frozen solid. The engines more so. They have never seen a real life dragon and the sight of one frightened them to a whimpering quiver. While they're still frightened by the dragon, Splatter & Dodge were more afraid of the flames upon watching it finish it's spewing. Seeing the last remaining people in need of saving quivering in the middle courtyard, Twilight and her friends step in and focused on distracting the dragon.

Twilight Sparkle, Rainbow Dash, and a reluctant Fluttershy fly up to get the dragons attention. But it's sights were already set on Splatter, Dodge and the remaining students fleeing to the entrance. It crawls over ignoring the flying girls and calls coming from Rarity, Pinkie Pie and Applejack. The engines dared not go anywhere near the dragon and found somewhere to hide. Sir Topham Hatt and Celestia join them, watching anxiously as the dragon approaches the six teens. A light inside their stomach and throat lit up brighter as it opens their mouth to blow more fire. Splatter & Dodge tell the students to stop and hide behind their table as they set it down in front of them. Before its fire could strike, the dragon felt a tug on its ear. The tug came from Rainbow Dash and Twilight Sparkle averting the fire away from the teens. This gave them a chance to take their leave and continue running towards the school. The dragon snaps and blows more fire at the girls, causing them to flee when the flames got too close. Done dealing with them, the dragon goes back and continues after Splatter & Dodge.

The two diesels managed to bring all four students successfully to the doors. Sweetie Drops, Lyra, Microchips, and Sandalwood escape and safely enter the school. Before they could step inside themselves, Splatter & Dodge hear the dragon preparing to blow more fire. Looking back nervously, they see the dragon pressing its lips together in their direction. Sandalwood urged them to get inside quickly, but Dodge closes the door on them. Readying the round folding table, the two diesels place it firmly on the steps. In mere seconds a force of scorching flames struck and winded off the table. Fluttershy, Twilight, and the rest watched in horror. The force was so strong it pushes Splatter & Dodge back against the doors. Splatter & Dodge scream behind the table feeling the heat scorching all around them getting hotter and hotter. Miraculously, Rarity then muzzles the dragon's mouth with her diamond faced shield, blocking it from spitting any more fire.

Discord flashes mid air close by and sees the large dragon fighting to get the muzzle off his mouth.

"Oops," He said surprised. "Don't know how that got here."

He quickly snaps his fingers and the fire breathing dragon disappears in a flashing light. Everyone on campus exhaled in relief. The practically melted table reveals Splatter & Dodge, red in the face and their clothes scorched and covered in smoldering ash. Discord growled and snorted at the sight of them. Fluttershy sees them as well and gasped. Twilight and the others were just as surprised. The engines came out of hiding also in awe at the sight of Splatter and Dodge. The two diesels collapse to their knees still leaning against the door, burnt and worn out. Sandalwood and Sweetie Drops step outside and tried helping them to their feet.

But with a flashing light, Splatter & Dodge disappear, surprising both teens along with the girls and engines all collectively gasping. Fluttershy held her hands to her mouth. She then looks over to Discord with his hands on his hips. Angered, Fluttershy flies over to him.

"Discord! Where did you send them?"

"Hm, back where I found them," He said casually examining his talons.

"Well, you need to bring them back!"

"Of course. Anything for you, Fluttershy. Oh, but unfortunately, I only listen to the[em]real[/em]Fluttershy.

She felt rather offended.

"Let me know when you get a hold of her and I'll bring them back upon her request."

"Please, Discord," She pleaded. "At least tell me where they are and that they're safe."

"I think their whereabouts should be the least of your concerns at the moment," Discord said snapping his fingers.

Just then, more chaos began filling the courtyard. The girls, engines, Sir Topham Hatt and Celestia evade and engage the on coming slew of chaos chasing after them and causing a ruckus. Discord laughs while Fluttershy nervously stares at everyone combating his magic. She goes over and joins them before shooting Discord a disappointed glare.

* * *

Discord stops laughing after he hears a chuffing noise and two peeps of a train whistle coming from afar. Confused, he peers all the way down the street. He sees none other than Thomas the Tank Engine and Sunset Shimmer aboard his cab puffing down the road determined to reach CHS.

"Persistent little tank engine." Discord stares at the reader, "let's have some fun with him, shall we?"

He disappears in a flashing light. Thomas and Sunset see Discord appearing down a head of them floating inches above the road. Discord smiles a snide smirk and snaps his finger.

Suddenly the road beneath Thomas began to rumble and shake. They stare at the ground and see cracks being made before them, detaching from the rest of the road all around. Both didn't what he was doing, but they had a pretty good idea none the less.

"Sunset!" Thomas called. "Jump out, quickly!"

Panicking at first, Sunset collects herself then grabs Mr. Conductor's whistle. She jumps out of Thomas' cab and securely lands on a lawn of grass. Thomas felt his wheels wobble against the vibrating pavement. The roads beneath him cracked and broke apart from the rest of the street. Before he knew it, Thomas found himself lifted off the ground by the roads he was chuffing down levitating high in the air. More sections of the road in front of him broke and rose off the ground into separate platforms as well. Thomas wobbled and bounced as the floating platform reaches its height, bringing him nearly ten stories above ground. Thomas anxiously steadied himself. The platform in front of him was lower then the one he was on when Thomas chuffs off it and lands with a loud clang of his wheels on the next platform. His wheels caused him to swing and teeter left then right upon landing. They dug deep and mowed through the pavement. Thomas was afraid but continued on. He chuffed off onto the next platform, landing with a hefty thud. Then he drove off onto the next one, then the next one, and the next one. Each one lower than the last bringing Thomas back closer to the ground. Finally, Thomas lands with a thud back on the streets. His wheels clanged upon impact. Thrown off a bit, Thomas collects himself then determinedly chuffs on.

Discord slams his hands onto the ground. A blanket of thick ice materializes and covers the road all the way down to Thomas still chuffing towards him as he drives over the ice. His wheels began slipping and skidded along the icy road.

"Whoa. Whoa!"

Thomas found himself obliquely spinning sideways to his left, then to his right until faced away from Discord, then back again. He couldn't control himself. Although he was veering in different directions, Thomas was still moving straight towards Discord. He tired applying his brakes but they did little to stop his slippery spin. Discord smirks then somersaults off the ground, creating a large quarter pipe ramp in his wake big enough for an engine to jump. The ramp leads off into a canyon with a pool of crocodiles at the bottom.

"Bust my buffers!" Thomas cried.

He tried applying his brakes again but they were still no good. Thomas faced the ramp still impeding down the slippery terrain of ice. Thomas yelled to stop but kept sliding forward. Braced for impact, a screaming Thomas and his slippery wheels meet and jump off the ramp. Thomas shuts his eyes, feeling the wind pass by him as he plummets down to the crocodile pool.

* * *

Then, with a loud thud and clang of his wheels, Thomas opens his eyes and looks around to see he was back on Sodor. He was panting all the while as he examined his surroundings. He was about to dive deep into a pool of hungry crocodiles. But now all of a sudden, he stood on the mainline. The trees still wilted away, the grasslands were coarse and wizened, and the railroad was covered with leaves and branches withering away as well. The tracks in front of him were buckled and bent. Thomas then heard a familiar peeping sound and looks a head to see Oliver the Great Western Engine chuffing down the mainline carrying a goods train with his brake van Toad coupled behind.

"Oliver!" Thomas called and blew his whistle. "Is everyone okay?"

Oliver didn't respond. He was looking around at all the trees wondering what's happened to them. He then stares directly at a perplexed Thomas.

"Oliver?"

Still he said nothing, almost as though Thomas wasn't actually there. Oliver continues examining the forest and chuffs along his way until Thomas couldn't hear his puffing anymore. Discord appears next to Thomas.

"Discord! Why are you doing this? Don't you see? Sodor is falling apart. I'm doing everything I can to fix it but you keep getting in the way."

"Now is that how you speak to someone who's been keeping your world afloat?"

"Yeah right. I bet you weren't actually doing none of that. If you were really that worried for us, you wouldn't try to stop me from bringing Lady her magic."

"Who do you think restored your little 'waddling' friend back to his original state then, hm?"

"Huh?"

Discord swirls his eagle claw in a circular motion in front of Thomas creating a cloud projecting a moving image. Discord smiled upon hearing Thomas gasp. There hauling his slip coaches was Duck happily chuffing down the Little Western branchline. Thomas was surprised but happy to see he wasn't what Henry and the others described him as.

"Duck? Duck!" Thomas said excitedly. "He's okay!"

"Not for long," Discord said ominously.

He points Thomas' attention back to the screen. A dark green shadow slowly starts spreading all over his boiler and chipped away his paintwork. Duck was moaning and groaning. He struggled to keep his eyes open and move forward but the force of the shadow was too much for him. He was being turned back into a husk once again.

"No! Discord please. Can you use your magic to fix him again?"

Discord leans up and snaps his fingers. A flashing light appears on Duck through the projected image. But instead of stopping the shadow cast, the cycle just restarts, beginning with his dome being covered and torn away by the darkness. He snaps his fingers again but the shadow keeps resetting and chipping away his paint. Thomas anxiously watched the shadow cast getting worse. Discord casually snaps his fingers multiple times but he couldn't stop the darkness from consuming Duck. Eventually giving, Discord turns back to Thomas and shrugs. Thomas grew more anxious.

"There has to be something we can do. I need more time."

"Ah, but that's why I brought you here. For you see, there is a way we can stop this."

"How?!"

Discord pokes his nose. "You."

Thomas jolts back in confusion. "Me?"

He nods.

"What do you mean? Are you saying I should return Lady's magic? That's what I'm trying to do."

"Oh, good heavens no. _You_ can stop this, Thomas. All you have to do is use the magic to power the Magic Railroad so that my," He corrects himself, "I mean, _your_ precious Island doesn't succumb to this terrible fate."

Thomas was confused at first.

"But, I can't run the Magic Railroad. Lady is supposed to."

"Oh please. Lady is too far gone at this point. Clearly she doesn't want to be the one powering the Railroad anymore."

"But, her memory,"

He was interrupted when Discord pressed his face against Thomas'.

"Did you really learn nothing about forcing magic on others? How very disappointing."

Thomas had to think about his comments for a second. Was all this really just forcing her to take on a role she didn't know she's suppose to have? She was pretty distant with him. But that was only because of her memory. What if he couldn't convince her to take back her role? What if she really was too far gone? Discord flashes in front of Thomas.

"She won't want to carry that kind of responsibility. But you, Thomas, would do anything to feel really useful. And keeping our worlds alive is something that'll make you feel much more than that."

"Wait a minute!" Thomas said crossly. "You just want me to run the Magic Railroad so I can give you free use of your magic."

"You know very well I can set things back to how it was. Allowing me to do so will give this Island a breath of new life. With its new engine running the line and a quick snap of my finger, our dimensions shall remain standing as is once again. And it'll all be thanks to you for filling in Lady's role as runner of the Magic Railroad."

Thomas felt very indecisive for some reason. Discord faces the cloud and swipes the image with his paw to show Thomas even more of Sodor's destruction.

"Maybe this will decide for you."

He then leisurely leans against Thomas, standing on his lantern with his arm wrapped around Thomas' funnel. Thomas stares up at the cloud and watches it showcase what's currently happening on Sodor.

* * *

The passengers at Knapford Station were not happy at all. Not a single engine was present to collect and bring them to where they had to be. Hours have gone by which caused an uproar of complaints and head scratches. They gathered in crowds by the ticket booth demanding their money back. A few crowded by the guards and stationmasters trying to reassure the passengers they're doing their best to find an available engine. But none could be found anywhere, which meant the passengers were stranded by the station. Every station across Sodor was filled with stranded passengers all wondering why there wasn't any train showing up with passenger coaches.

In an attempt to keep the schedule running, passengers had to rely on other modes of transportation. Bertie, along with a bunch of other buses and road vehicles, pitched in and picked up the passengers at Knapford. There wasn't enough room for him to accommodate the number of passengers. So, Bertie had to work extra hard to deliver them to their proper destination and return back to do the same again and so forth. Even he was confused as to why there weren't any engines running as Bertie drove out of Knapford Station with people jammed inside.

When word of mouth spread from other stations facing similar issues, they began asking even more questions to the Stationmaster and their guards, now more worried then they were angry. The Stationmaster calmed the crowd and tried answering the best he could. But then there was trouble. The curved glass roof of Knapford Station began to crack. Almost instantaneously, the entire class roof shattered into tiny fragments raining down from the top ceiling. Everyone screamed and ran away to find cover and avoid the sharp glistening shards landing everywhere on the platforms.

Bertie was driving down a road carrying passengers when he suddenly started feeling dizzy. So much so his vision began to blur, causing him to swerve and weave until coming to a complete stop in the middle of the road. A car behind him drifts to a stop just on time before nearly running into Bertie. He leaned out his window shaking his fist in the air, unaware of the darkening shadow looming and chipping away Bertie's paint on his left side.

A dark green shadow covers the right side of Oliver's boiler who just arrived at Knapford Junction with his goods train. He groaned and fought to keep his collapsing eyes open while the darkness tears away his paint. The signal gantry extending above the junction slowly rusted away about to split in half. The signal lights themselves went berserk. Switching, clunking, and pointing up and down in a frantic mess. Passing under the signal bridge, Oliver drives over a set of points that weren't switched to his line. Because he had no control over himself, this caused him to bounce off the tracks and land on his sides. Oliver finally passes out from the overwhelming darkness as he slid across the rails taking his goods train down with him.

Over at Brendam Docks, Cranky the Crane fell over and crashed onto a load of cargo crates after the mast supporting him rusted away separating Cranky from the rest of his counterweight base. A tramp steamer behind him was sinking into the ocean while another, much older Tramp Steamer, plows through and demolishes a dockyard quay blaring its horn as it reaches shore. Workmen at Brendam Docks scattered about shouting for help while Cranky still moaned in pain and building structures and boats crumbled all around them.

The rotors on Harold's propellers began to fail. He was plummeting to the ground trying to get his propeller spinning again while combating the dark shadow slithering all over his being. He gains a smidge or two of altitude, but it was no use as he kept falling straight for the ground. Rotors failing and malfunctions echoing across the woods, Harold crashes into a near by forest, landing with an abrupt slide scrapping against the earth and skids across the dirt.

Murdoch was minding his own business when Hank charges down from another line directly towards him. He was looking rather tired and wearily. They were both heading for the same tracks that cross over one another. Only Murdoch applied his brakes but Hank kept on charging towards him. Rolling onto the same tracks, both engines collide and knock each other off the rails, falling to their sides and sliding across the dry, coarse land.

Skarloey was coupled up to Rheneas heading straight towards a set of withering buffers placed by the edge of a cavern on the Blue Mountain Quarry. He was knocked unconscious by a crackling, orange shadow slithering over his boiler. Skarloey applied his brakes to stop him but couldn't keep Rheneas from moving forward still. Rheneas rams the buffers which detached from the tracks and plummets down the cavern. He hung dangerously over the cliff as Skarloey pulled back with all his might trying to keep him stationed half way on the rails. He wheels screeched against the tracks.

"Help!" Skarloey cried. "Somebody!"

* * *

All Thomas could do was watch his home fall apart helplessly before his eyes.

"No!"

Discord was just as shocked to see the damage. He knew what he was doing by trying to convince Thomas to run the Magic Railroad and continued urging the importance of this before things got even worse. He didn't come this far to see his new kingdom fall for nothing. Discord remained composed and continued talking Thomas into assuming his new role.

"Thomas, repeat to me what your mission was again."

Surprised by Discord's serious demeanor, Thomas pondered his mission.

"Save the Magic Railroad. Save our worlds."

Before he could conceive the thought Discord interrupts.

"Exactly. Save the Magic Railroad. And save our worlds. But you must know this isn't a task you can't just do alone. It'll take more than reinvigorating the Railroad to fix all this. Which is why I'm proposing that you allow me to fix most of the damage."

Discord explained further.

"I admit I wanted to be your friend mostly so I can have you running the Magic Railroad. An engine needs to run the line after all. And since Diesel 10 wasn't going to follow through with [em]my[/em] plan, I needed another engine that would. The second I heard about you, I just knew you were the, [em]one[/em], pure enough for the job."

Hesitant, Thomas looks at random spots around him discerning what he said.

"Think about it, Thomas. You can save Sodor and Canterlot High right this second. Your job will be competed, your friends safe and sound, and your world will remain intact with newly reinvigorated energy."

Still lost in his thoughts, Discord leans on Thomas' funnel again.

"No more shadows, no more magic misuse, no more universal failings. Just one little trip down the Magic Railroad and a snap," He snaps his fingers in Thomas' face. "Just, like, that. What do you say?"

With everything spiraling out of control, perhaps this really was the only way to ensure Sodor doesn't completely succumb to this terrible fate. Discord can teleport him in a matter of seconds to the Magic Railroad where he'll use the Gold Dust on himself, and power the Railroad back to it's original state, while also allowing Discord the freedom to change everything to normal again. He can save his friends and their worlds right now and stop the shadow's carnage from sweeping other dimensions. Thomas wanted to answer yes but didn't feel right doing so. If this can undo all that he's seeing then why was he hesitating? Still uncertain, Thomas looks back at the cloud and sees more engines flying off the rails and crashing into one another.

"… I… I,"

Discord smirked all the while leaning against Thomas, waiting for him to agree. He stumbled in his response still, tripping on the verge and agreeing to his offer. Then, Burnett Stone's voice echoed in his thoughts.

'Save the Magic Railroad. Save our worlds. Save Lady.'

Thomas had a job to do, one Mr. Conductor put faith in him to complete. He was asked to save the Magic Railroad and save their worlds. But in order to do so, he must save Lady. Thomas can't be the one to run the Magic Railroad. Despite everything he's seeing, despite knowing he could fix this himself right now, Thomas knew what his was meant to do, what this important task asked of him, and that was helping someone else realize theirs. Determination boiling inside, Thomas glares at the cloud then at Discord looking back with his brow raised.

"Lady is the only one who can run the Magic Railroad."

Discord's arm slips off Thomas's funnel as he reveres down the line an inch and continues his motivational speech.

"I'm going return these sparkles to her, bring Lady home and save both our worlds, To-day!"

Discord seethed with frustration. Thomas was a bit worried watching him grit his teeth. Waving both his arms, Discord's magic sweeps over Thomas and their surrounding. Sodor disappears all around them and the streets of Canterlot High fill in its place. Floating in the air, Thomas looks down at his appearance and realizes he was also a person again. Waving his arms and legs frantically, Thomas falls onto the ground and lands on his stomach. He leans up on both arms then brings himself back to his feet, wobbling a little while regaining is balance.

* * *

Thomas stood in the middle of the road looking at his surroundings. To his left he saw Canterlot High, and in the courtyard were all his friends evading and fighting back against Discord's chaotic magic. Before he could run over to everyone, Discord leans in close to him glaring in annoyance.

"You've toyed with my patience for the last time, Thomas! I've done nothing but held restraint when you all made things difficult. Now you've really done it this time."

Thomas stood there worriedly then grew cross the more Discord pitted blame on him and his friends. Percy noticed Thomas by the road and gasped. Celestia, Sir Topham Hatt, the girls and engines also spotted him and also beamed. They were all thrilled to see him again.

"He's back!" Percy shouted excitedly. "Thomas is back!"

"And so is Discord!" James added anxiously.

"Thomas?!" Sir Topham Hatt said happily. "Oh, thank goodness."

"But where's Sunset?" Twilight asked.

Before they could join Thomas, their attention was drawn back to the chaotic nonsense again. They hopped Thomas still had the whistle and so they did everything in their power to subdue the chaos and allow him enough time and passage to the school. Discord continued harping on him and blocked his path to the school.

"All I ask is for you to do one thing, but your incompetence once again as doomed us all."

"I would never give you free range of Sodor!" Thomas fired back having enough of him. "That's the only reason you wanted to be my best friend, remember? So, you could trick me into running the Magic Railroad."

"You're not going to convince Lady to take that whistle, which means every unexploited moment is only destroying your Island to the point of no return!"

"Then I have no time to waste."

Thomas was about to run off until Discord slithers in front of him again.

"I've told you already I will no longer stand by whilst everything falls to the Magic's corruption. Lady is a lost cause. The quicker you realize this, the quicker I can fix everything before we're gone. Now give me that whistle!"

"Never!"

Discord raises his eagle claw in the air. "Fine!"

Thomas waves his arms in front of his face bracing for whatever Discord was about to do. With a fowl swoop, Discord grabs and pulls the whistle off Thomas' neck. But upon inspecting it, he saw it wasn't the same whistle Thomas showed him earlier. It was the brass whistle Burnett Stone gave him and Sunset. Clutching it tight in his hand, Discord throws it away onto a lawn and leans sternly close to Thomas with piercing eyes.

"Where's the whistle?!"

Thomas felt around his neck. Mr. Conductor's whistle was gone. Panicking at first, he then remembered Sunset jumping clear from his cab earlier. She must have grabbed it while he was lifted off the ground. Thomas tried playing it cool but Discord soon caught on, unamused by his attempts to hide the whistle's whereabouts. Discord teleports away, leaving Thomas alone and panicking again.

* * *

Meanwhile, Sunset was sneaking along the west wing wall holding onto the whistle with her life. Off the corner of his left eye, Thomas spots her pressed against the school wall.

"Sunset!" Thomas cried and ran over to her.

"Thomas!" she said hearing his call.

The two were reunited once again as Thomas met and stood in front of her.

"I have the whistle," She informed. "But we don't have much time,"

"Salutations, Sunset!" Discord said flashing in between Sunset and Thomas. "How are things? I couldn't help but notice you have that whistle in your positions."

He pushes Thomas away with his tail and holds him back.

"Mind if we trade? You can have anything you want. Just name it."

"Discord," She said. "Sodor is falling apart. There isn't going to be anything standing much longer if you keep messing with us."

"I know what you mean. Something did seem off about Sodor. Must be the whether."

Sunset was losing her patience. "We have to return Lady to the Magic Railroad now."

"Why does it have to be Lady?"

Discord transforms into a smaller version of his train form and puffs around a miniature train set circling around Sunset.

"I can power the Magic Railroad just as well myself."

He transforms back before Thomas could get closer to Sunset.

"Just hand me the whistle and I'll prove it to you."

"Discord, don't you know what's at stake here?"

"Oh, I do. But good luck telling that to Thomas." Discord's head turns into a brick wall, "I think you and I can agree he's being a tad thick headed today."

Thomas glared at him. Discord wraps his arm around Sunset while leisurely examining his talons. Sunset covers her face as Discord pressed his against hers.

"At least I understand the importance, which is why I feel I should be the one who saves our world instead."

"That's not happening. Once I give Thomas this whistle we're using it to stop all of this."

"Jeez. Can you believe how boring she is now?" Discord said pointing his thumb at her. "Whatever happened to the mean spirited, pushy, and power hunger Sunset I grew to respect? I think I'd prefer that Sunset Shimmer more."

He looks her in the eyes. "Wouldn't you agree?"

Looping, expanding circles ripple a yellow, white, blue, and green pattern in his eyes. Unable to look away, Sunset stares into his hypnotizing gaze. Her eyes begin to expand and loop, each circle changing yellow, green, white and blue in the same pattern as his.

"What are you doing?" Thomas asked.

Discord hovers behind Sunset now lost in his hypnotic trance. Thomas notices the expanding circles in Sunset's eyes. She stared blankly a head with her jaw hung loose as the looping circles change color and rhythm with each dilate.

"You really need to loosen up more, Sunset. Why don't you start by showing Thomas here who you really are?"

Thomas gritted his teeth and clutched his fist. He charged after Discord.

"Get away from her!"

But before Thomas could grab him, Discord disappears in a flashing light. Looking around for him, Thomas then turned his attention back to Sunset still deep in his hypnotic trance. He rests his hands on her shoulders and tried snapping Sunset out of it.

"Sunset? Sunset!" He said shaking her. "Can you hear me?"

Sunsets eyes shut and her head hung. Thomas still held on inspecting her worriedly. Raising her head up again, Sunset opens her eyes, and a conniving grin displays on her face in full glory. Thomas was even more worried now.

"Sunset?"

Her evil grin ceased, and Sunset's glaring eyes pierces Thomas' hands resting on her shoulders. She grabs both arms and aggressively smacks them away.

"Get your hands off me!"

Thomas stepped back afraid of her sudden hostility.

"And quit giving me that stupid look. Ugh, I could just yak at how sad you are. Don't you have anywhere else you can mope around? Just looking at you is making me sick."

While she was talking, Thomas spotted Mr. Conductor's whistle still wrapped around in her right hand. He didn't know what was going on with Sunset, but he still had to get the whistle back from her. She clearly wasn't going with him to deliver the whistle or hand it off to Thomas like she said a minute ago.

"Are we done here? Or are you gonna keep staring at me like some lost puppy? I've got a lot of catching up to do,"

Looking back at Sunset then her right hand, he discreetly tried approaching her and attentively reaches for the whistle.

"So if you don't mind," Sunset sees what he's doing and jerks her arm away. "What do you think you're doing?"

Thomas tried reaching for it again only for Sunset to place her hand on his chest. Then she pushes him down to the ground, forcing Thomas on his rear as Sunset looms over him with her hands on her waist patronizing and belittling Thomas even more.

"Wow. You really are pathetic. It's no wonder you couldn't stop all this when you had the chance. Just look at you sitting there all weak and defeated. Aw, what's wrong? You gonna cry? Go a head you twerp. Tears aren't gonna stop our world from crumbling now is it?"

Thomas couldn't believe what he was seeing. Sunset was acting mean again. Discord must have put a spell on Sunset to make her act like how she was before becoming friends with Twilight and the others.

"But. But," Thomas was in disbelief. "This isn't you, Sunset."

Sunset rolls her eyes. "Please. I was never good, remember? That's what you said."

Her words were really hurting Thomas. He felt like crying but didn't want her to know it. He wanted Sunset to snap out of it. But Sunset's unsympathetic glare only made Thomas even more upset .

"No. I didn't mean to say that! You're not bad, Sunset. Your every bit as good as you wanted. I'm sorry! Please, don't do this!"

"Sorry, not sorry." Sunset cracks her knuckles, "Besides, I'm just getting started. You're about to see what being bad really looks like."

Thomas anxiously crawls away from Sunset approaching him with her fist closed and ready to strike. But then, Gordon and James step in and grab Sunset's arms. She belligerently struggled trying to break free but their hold on her wouldn't budge.

"Let go of me you fools!"

Gordon grabbed the whistle out of Sunset's hand and throws it to Thomas. He catches it then watches Sunset struggle under James and Gordon's hold glaring at the two engines.

"Go!" James said. "We'll look after her."

Thomas hesitated. He wanted to help Sunset but Discord's hypnosis was too strong. He wouldn't be able to do anything at the moment. The only thing that can stop this now was Lady, and with the whistle back in his possession, Thomas knew he had to continue his job if he's too save all his friends.

"Hurry, Thomas!" Gordon urged.

Nodding to his friends, Thomas got back on his feet. He turns his back away and looks over his shoulder to see Sunset one last time reminding himself that he couldn't undo Discord's influence. Restoring Lady's magic is the only way she can hopefully undo everything he's done to their world, including freeing Sunset from his hypnotic trance. Thomas then ran a head hearing Sunset throwing more insults at him still as he reaches the middle courtyard.

Thomas stopped in his place and examined the courtyard, still sweeping with Discord's chaotic magic. All his friends were running away, fighting off, or hiding from the nonsense growing more present than ever. He had to find Lady fast. But he couldn't do so alone. Looking at the whistle and clutching it tightly, Thomas then calls out amidst the chaos for the only person with the means of tracking Lady's location.

"Twilight! Twilight!"

Spike and a de-ponied Twilight Sparkle were by the Wondercolt statue's base when she heard Thomas' calls. She looks over and turns to him waving Mr. Conductors whistle in the air.

"Let's go!"

Twilight nodded and held out her Magic Tracker. She turns it on and adjusting the settings to track only Gold Dust then hangs it around her neck. Her device starts blinking and beeping towards the school. Twilight kneels down and opens her backpack.

"C'mon, Spike."

"Right behind you," He said determinedly.

He jumps inside her bag then Twilight puts it on her back. She runs over to Thomas and shows him the magic tracker while Thomas shows her the whistle. It was up to them now. Both knew the moment they've all been traversing to has finally arrived. It was time to end this. Spike pokes out as Thomas and Twilight Sparkle run straight for the school entrance, where they plan on completing the job once and for all.

* * *

 **To Be Continued.**


	40. Chapter 38: Return To Magic

**No she's not making a last minute appearance in this story. That's only there if I ever want to have her in a future story or sequel (Which I still haven't decided yet so hold your horses). You'll know what I'm talking about when you see it. Other than that, have fun reading this one, cause I sure did when writing it. The whistle is finally being deliver to Lady. But will she listen to Thomas and Twilight and accept it, or deny? Thank you and hope you like the chapter. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 38: Return To Magic**

Barging through the doors, Thomas & Twilight Sparkle run across the foyer of Canterlot High. Coming to a stop in the middle, they were startled when the lights in their vicinity suddenly went out. Followed by the lights down the hallways to their left and their right, and then the cafeteria in front of them. All the lights in the whole school went out leaving them quivering a little in the dim lobby. Thomas, Twilight and Spike listen to the faint screams echoing down the halls from students hiding in different classrooms until they settle. The three were just as scared but remained hopeful and brave.

Though they were in the dark now, pink lighting from the clouds outside shined through the windows, save for the hallways and other areas in the school without windows. Twilight's tracker also shined its blinking light illuminating their proximity. Their faces, half the foyer, and the doors leading outside were the only sights they can see thanks to the glimmers of pink. But once they delve deeper into the school, the magic tracker will be the only source of light they have. The further they'd be from Lady, the darker their surroundings will remain.

Thomas hid the whistle under his shirt so as to not mess with her device.

"Where do we go?"

Twilight examines her magic tracker blinking a gold light towards the hallway on the right.

"This way," She pointed.

The two stormed towards the halls with Spike gripping Twilight's backpack bouncing in conjunction to her pacing. Thomas and Spike peered a head while Twilight kept an eye on her device for when it changes direction. Twilight's tracker lit up the darkness with each passing hallway they raced through. The blinking light remained pointed forward until it blinks to the left. Twilight directs them to the next hallway coming up. Stopping with a skid across the floor, they proceed down the next hallway on their left.

Upon running, they approached the band room on their trek. Thomas could see the door was slightly open and inside he saw three students peaking from the small gap. They were alerted by the loud beeping and glaring brightness approaching them. He could barely make out the people but saw one girl and two boys from a quick glance. Thomas also thought he recognized the girl but didn't know for sure. They pass by watching them stare back until they were on their way again and out of the hidden student's sights.

They took left turns and right turns; following wherever the device pointed. Thomas and Twilight were determined; Thomas was feeling excited as well. They were finally going to rescue Lady. The only problem they seemed to face was convincing Lady to take the whistle once they find her. None of them worried about that just yet though. It wasn't going to be easy, but both friends knew they'd find a way. They head down and reach a T shaped section of the halls with two directions facing left and right.

* * *

But then another problem slid in front of them from the left hallway.

"Here's Diesel!"

Thomas and Twilight skidded to a halt as Diesel 10 looms over and blocks their path with his menacing grin more visible through the magic tracker's blinking light. The two back away fearfully.

"Where do you think you're going?" Diesel 10 asked approaching them.

Thomas plucked up courage. "We're returning Lady's Magic, Diesel 10!"

"Thomas!" Twilight warned.

"You're too late, Puffball," He smiled snidely. "She's gone. Her magic belongs to me now!"

The two stopped and stood.

"No!"

"You're lying," Twilight glared.

Diesel 10 shrugged. "I don't have _all_ her magic yet. But she is gone, which means you have as much of a chance at finding her as I do."

Thomas and Twilight look at each other. She must have teleported away once he encountered her. But where could she have gone to? If the magic tracker was active inside the school, then she must be still around CHS somewhere.

Diesel 10 then notices Twilight's magic tracker pointing at Thomas. He was confused by such a device until he pieced together what it was doing. They must be using it to track Lady. And if they haven't found her yet, Thomas must still have Mr. Conductor's whistle, which has all the magic equivalent to her power. If he had the chance to as well, once he has the whistles sparkles, he'll be powerful enough to also steal the device. Diesel 10 eyed Thomas deviously.

"But who needs to worry about that right now when I've got the next best thing right in front of me."

Twilight and Spike gaze at Thomas placing his hand on his chest where the whistle hung. His grin grew bigger while Pinchy chomped sparks and smog from its mouth.

"Run!" Spike yelled.

Before Pinchy could snatch them, Thomas and Twilight take off down the halls they came from. Annoyed at first, Diesel 10 smiled then chuckled as he chases after them. Running away from him only made Diesel 10 more eager.

* * *

The two friends made hast through the labyrinth of Canterlot High with Diesel 10 not far behind. They took left turns, right turns, left, right, back and forth. But no matter where they went they couldn't shake off Diesel 10. Spike looked behind and stares wide eyed at Diesel 10 gaining on them.

"You can't out run me, Puffball!" He chuckled. "I'll have that whistle in my possession soon enough!"

Twilight had to turn off her magic tracker realizing the beeping and blinking was what drew him to them. But it was too late to lose Diesel 10. Wherever they went, he'd still be chasing after them, laughing in his maniacal cackle and Pinchy's exhilarate chomping reverberating off the empty halls. Twilight brings them back to the main lobby and leads them to the cafeteria.

They quickly but quietly barge through the doors and ran across the cafeteria. Thomas and Twilight hid underneath one of the tables. Twilight takes off her bag and holds Spike securely. Diesel 10 bursts through the doors. Hearing them shut, the three remained absolutely quiet. Diesel 10 looked around the café confusingly wondering where they might be. Thomas, Twilight and Spike waited for him to check the café really quick then leave, otherwise they'd have to escape the cafeteria themselves if Diesel 10 over stays his welcome. The cafeteria wasn't as dark with the outside lights beaming inside through the large windows. They could almost see things much better than the hallways. This was true when they spot Diesel 10's feet a few inches away from the table Thomas, Twilight and Spike were hiding under. Pinchy purred as Diesel 10 peers around the large room carefully surveying anything that moves. The three held their breaths. He moves on and walks further down.

Seeing this as their chance, Twilight gets up and signals Thomas to follow. Crouching down, they take slow, steady steps towards one of the columns and hide behind it before they're noticed. Diesel 10 looks over his shoulder thinking he heard a noise. The two teens froze. Their hearts raced and their stomachs curled up. After hearing nothing else, Diesel 10 brushes it off and starts checking under all the tables he passes. Twilight and Thomas nodded to each other then inch slowly towards the doors. As they reach the exit, Pinchy arches up and faces the doors where the two teens were about to escape. Pinchy begins chomping and jerking Diesel 10 back with each pounce. Growing annoyed, Diesel 10 peers down the exit and sees Thomas and Twilight leaving through the cafe. He charges after them growling in frustrated.

* * *

Thomas and Twilight make their way back down the hall they started right as Diesel 10 emerged from the cafeteria. The two hear doors barged open but kept on running, anxious to get away from him. Twilight remembered the path ways they took and relied on those instincts to guide them so as to avoid leaving her tracker on. They would end up getting lost eventually. Leaving them no choice but to turn on her tracker again. But they waited until they were far enough away from Diesel 10 before they got there. She pulls her backpack over her shoulders and continues on. It was hard for them to see in the dark. Though being in the dark this long as adjusted their vision to see better, having the blinking magic tracker on still provided a much more reliable source of light for the dim corridors.

At first their plan worked. They lost Diesel 10. But knowing he was still inside the school raised their guard. Thomas and Twilight Sparkle stopped to take a breath, leaning on their knees as they panted.

"I think.. we lost him," Thomas panted.

"For now," Twilight panted as well.

She holds her magic tracker and pressed a button that made the ridged rings around the device illuminate a pink light. Now it was easier to see where the buttons on the control panel are. The two finished panting as Thomas examines Twilight adjusting her device. Twilight Sparkle then turns on the device and the beeping gold light blinks down the direction behind them.

"Come on, Thomas, we can't be far now. Let's get to Lady before he does."

Spike looks down where the blinking light's pointing. Then his scream alerted Twilight and Thomas. Visible through the blinking light was Diesel 10 standing over them with a crazed grin. Eyes shot wide, Thomas and Twilight look over their shoulders and jerk back screaming before running off down the opposite direction with Diesel 10 chasing after them.

Spike bounced in Twilight's bag seeing Diesel 10 hot on their tail. Pinchy lurches forward snapping its jaw inches away from Spike. He then hid back inside the backpack to avoid another close attack. Twilight anxiously looks over her shoulder and continues running. The two skidded to a stop by a T shaped hallway and head down the right realizing this was the same path they just came from. Diesel 10 was leading them back to the lobby.

Thomas and Twilight pass by the band room again with Diesel 10 closing in. The band room doors were wide open this time as Thomas and Twilight noticed upon running by the doors.

Diesel 10 was still running after them when a magician's sawing box table rolls out from the band room and slams against the lockers. He came to an abrupt stop and stood in front of the table blocking his path. A person hiked up onto the table and stood above a confused Diesel 10 and placed their feet firmly on top the boxes. A prideful, smirking Trixie stood with her hands on her waist, sporting a purple wizards' hat and cape with different sized stars colored in blue and yellow along with a cyan gem holding the cape together at the collar. She swings her arm back and throws a round pellet at Diesel 10. The pellet hits and bounces off his forehead. With Diesel 10 impaired, the pellet flops around the air and a burst of thick white smoke emits from the round capsule upon detonation and fogs up their proximity. He coughed and waved his arm to clear the smoke but it only grew larger and made him cough more.

Thomas, Twilight and Spike looked over their shoulders upon hearing Diesel 10 hacking away and see smoke taking up most of the corridor. Snips and Snails stepped out and pushed the table back into the band room after Trixie jumps off and stood valiantly in front of the smoke.

"Go, Thomas!" she called before running into the fog. "The brave and magnificent Trixie has the villain apprehended!"

Snips and Snails follow after her also disappearing in the smoke. Twilight looked to Thomas confusingly while all Thomas did was shrug happily. He knew what that was all about but decided to save the explanation for latter. They follow the trackers blinking light pointing them to the left and turn down said direction. Diesel 10 emerged from the smoke. His cough minimal as he leaned on his knees expelling the last few hacks. He shakes it off and continues on.

* * *

As they ran down the halls feeling more worn out from running, the two friends slow their pacing and came to a stop in the middle of the hallway trying to catch their breaths again.

"We can't keep running from him," Thomas said. "He'll just chase us until we're completely out of breath."

They hear Pinchy's chomping reverberating off the walls. The two stared at the alternating device hung around Twilight's neck. The magic tracker's loud beeping and blinking lights were also going to endanger them at this rate.

"I really need to adjust the noise," She comments.

Spike poked out from her backpack.

"What are we gonna do?"

Twilight pondered hard. She looks back at Spike just as worried until Twilight came up with an idea. Taking off the magic tracker, Twilight makes a few adjustments to the controls and presses it against Thomas' chest.

"Follow the light."

Thomas was confused at first until he caught on what she wanted him to do.

"But,"

Twilight interrupts. "Find Lady and give her the whistle."

"But what about you two?"

"We'll stay behind and hold off Diesel 10 as long as we can."

"We?!" Spike said.

Thomas catches and holds the pendent once Twilight lets go of it.

"At this rate, we'll only lead Diesel 10 directly to Lady if we don't lose him. One of us has to stay behind and make sure he doesn't reach her while you deliver that whistle."

But he didn't like her idea and wanted Twilight to stay with him. Knowing how dangerous Diesel 10 is, Thomas was worried he'd do something awful to her. She knew best how to work this device as well and wasn't fully confident in letting it guide him.

"No. It's too dangerous," He explained. "He'll plow right through you."

"I'll be fine," She tried reassuring.

"I don't even know how this thing works."

"Just follow wherever the blinking points. You'll know she close when it starts vibrating like the last time we searched for her."

Thomas stares at the device's glaring light then back at a smiling Twilight hiding the eternal fear flowing through her. She didn't like this anymore than Thomas did. But with the fate of their worlds resting in Mr. Conductors whistle, Twilight had to do something in order to ensure Lady's magic is restored. And that involves giving Thomas time and a chance to escape while she holds off Diesel 10. She takes off her backpack and places it against one of the lockers. Then she steps forward to the middle and clutches her Geode Crystal.

"You can do this, Thomas. We're all counting on you. Now go!"

Hesitant, Thomas stood for a second or two then runs down the hall where the tracker directed him. He looks over his shoulder and watches her readying for anything that comes their way. Spike jumps out of her back pack and stands next to her. Followed by a clash of metal and clanging, an echoing laugh ricochets in their proximity. Twilight and Spike looked around listening to the unsettling laughs and shake in their feet as they stare in the direction a head of them. Emerging from the darkness was Diesel 10 smirking at the sight of Twilight Sparkle and her dog all by themselves. He scoffed.

"So, Puffball left you to stop me? I can't wait to see how this one ends."

She glared at him gripping her Geode. "You're not going anywhere near her. Thomas will find Lady before you can ever reach them. I'm here to make sure of that."

"We'll just see about that!" he snapped.

Diesel 10 charged at her shouting with Pinchy eagerly leaning over him. Twilight quickly stretches her arm out and her palms glow a radiant purple aura. Suddenly, Diesel 10 found himself frozen solid under Twilight's telekinetic aura covering his entire body top to bottom with her purple magic. He couldn't move a single muscle. Spike hides behind her backpack against the locker watching him struggle under her magic. He growls trying to shift even an inch while he and Twilight stare each other down. Then his left leg begins moving forward. Surprised by this, Twilight forces her magic on him some more, pushing Diesel 10 further back. Growling still, Diesel 10 firmly steadies his right foot on the floor. He fought persistently to break through her telekinetic force. Twilight wasn't expecting him to put up this much of a fight. She reaches out her other arm glowing in a purple aura and forces the magic to keep him down. Nearly bowing to his knees, Diesel 10 pushes and pushes back fighting to remain standing. But the weight of it's pull kept him bounded.

Then Pinchy began to nudge a bit. Its jaw glowed a bright golden aura underneath. Pinchy's jaw pushes against the purple magical aura. And with a strong thrust of it's gaping mouth, Pinchy breaks free from the telekinetic force. The rest of Twilight's purple aura then shatters all the way down to Diesel 10's feet while an aura of Gold Dust replaces and materializes all over breaking away the telekinetic magic in it's wake until he was ultimately free. Twilight and Spike were in shock. He still had a little bit of Gold Dust left and was now fully protected by it. She tried quickly to cover him again but Diesel 10 was too quick. He runs up and yanks Twilight's Geode Crystal off her neck with his right hand then grabs the collar of her pink vest and shirt with his left. Struggling under his grasp, Diesel 10 lifts Twilight Sparkle off the floor punching his arms. She fought restlessly to break his grasp but couldn't so much as get a quiver or a flinch. The Golden aura covering Diesel 10 disappears as he held her at eye level.

"Ever since we've met, you've been nothing but a thorn in my neck," He grumbled. "And there's already too many who fall under that list."

Spike ran over to try and help. "Twilight!"

Viciously chomping, Pinchy hissed and pounced in font of Spike inches away from him. Whimpering, Spike steps back from the crazed claw spewing sparks while fixedly munching the air between them. Twilight reached out to Spike but she couldn't do anything to help him

"No!"

Diesel 10 chuckled and shook his arm a little. She then sees the string of her Geode necklace hanging from Diesel 10's right hand. She tried tapping into it's magic but couldn't do so. It glowed beneath his palms but couldn't use it's power against him. The Geode Crystal was no good under his Gold Dust. Diesel 10 knew this, looking back at his hand then at Twilight. He watched her with amusement as she grunted, kicked her feet, and held onto his arms trying to pull herself off his hold.

"I didn't even care what became of this place at first. I knew it would've disappeared, yes. But thanks to you and the rest of those Circus Freaks, I'll have no problem watching your world fall under my magic as well."

She didn't bother listening. She was still too busy trying to break his grip.

"And what a shame, too. I never got a chance to thank you girls for giving me that jar of Gold Dust before."

Hurt and ashamed, Twilight stopped struggling and stared at him, guilt ridden over his cruel reminder. Diesel 10 chuckled a little.

"Ah, so it was yours?"

This made him laugh even more. He didn't know who specifically owned the glass jar. All he knew was that Splatter & Dodge got it off her and her friends. Twilight was even more ashamed now that Diesel 10 knew whose it was.

"I don't know how you foolishly left that jar alone for two of the biggest idiots I've met to snatch, but those Gold Dust sure helped my cause a lot. I came this close to destroying Puffball and the rest of those other piles of steaming scrap on Fat Hatt's railway."

Twilight was about to tear up. She continued going back to breaking his hold on her with no success still. All Spike could do was watch helplessly, frightened by his claw and for his friend. Hearing him taunt Twilight however then made him growl.

"In light of this, allow me to offer you the benefit of meeting your end in a nice, quick hast. If you like, I'll be extra nice and even spare you for last along with Puffball. Just so the two of you can watch your friends and world fall together!"

Pinchy rose up with it's jaw wide open pointed directly at Twilight gasping in fear.

"Take your pick."

Twilight was terrified. She went back to punching Diesel 10's arm. But all he did was smirk still.

Suddenly, Diesel 10 cried out and yelled in pain. He lets go of the Geode Crystal and Twilight causing her to collapse on the ground. Confused, Twilight looks over and sees Diesel 10 falling on his back while trying to shake Spike loose off his right leg. Spike had bitten onto Diesel 10's leg right when Pinchy was occupied.

Twilight was surprised. "Spike?!"

Spike growled and remained locked on no matter how vigorously Diesel 10 shook his leg. Twilight sat worriedly with her knees and legs to the side watching Spike valiantly tackle Diesel 10 still screaming an aggrieved cry. He tried kicking him off but still Spike wouldn't let loose his bite.

"Get this mutt off me!"

Pinchy reached over about grab Spike. Gasping, Twilight leaps in and pulls Spike away before Pinchy clamped its jaw on him. Now that he didn't have her Geode Crystal, Twilight was able to tap into her magic once again. But this magic was a bit different from her telekinesis. And it didn't come from the Crystal either. Simmering with anger, she hugged Spike close and began glowing head to toe in a misty cyan aura. Then a curved, sharp, glistening cyan unicorn horn materializes on her forehead and a misty, fiery, cyan eye mask appear on her glasses. Her ponytail levitates and her glaring cyan eyes pierced Diesel 10.

"Leave, my dog, Alone!"

With the wave of her arm, Twilight Sparkle's left hand beams a bright magical light and engulfs a bewildered Diesel 10 struggling under her light blue aura. He could barely move under her hold now. An extremely strong push of her magic sends Diesel 10 sliding across the hallway and disappearing into the dark. Twilight angrily panted with gritted teeth while holding Spike and her arm remained stretched out, glowing a light blue glow until a distant thud boomed from down the halls. The horn, mask, and blue eyes shimmer away as Twilight cools down and continued panting when all was quite again. Spike was more than surprised to say the least.

"Whoa. Haven't seen you do that since,"

Twilight then hugged Spike tightly while swaying him under her arms. She was very worried for Spike and overly relieved she didn't lose him to Diesel 10.

"Oh, Spike! Are you okay?"

She stops and kisses him on the head repeatedly.

"Me? What about you?" He asked.

"I don't care," Twilight said cuddling him close again. "I'm just so glad you're safe."

Touched by her concern, Spike returns the hug.

"Aw, me too. Me too."

The two friends remained seated on the floor for a long while fully embraced with one another. Then they hear growling, lockers banging and metal tearing in the direction Twilight sent Diesel 10 gliding down. Standing back up holding onto Spike still, she walks over to her Geode Crystal and kneels down to grab it. Smiling to each other, Twilight then grabs her backpack, puts Spike inside and hangs it over her shoulders.

"Come on," Twilight said hanging her Geode back around her neck. "Let's go find Thomas."

The two friends then take off down the corridors and into the dark.

* * *

Diesel 10 laid against some lockers still recovering from his ascending trip across the floor from Twilight Sparkle's magic. Finally coming to his senses, he looked a head down the halls only to see darkness cloud the labyrinth. Then everything that just transpired caught up to him, and a seething Diesel 10 steams in frustration.

Sitting on his knees, Diesel 10 growls, yells and starts slamming the floor with his fist. Pinchy sinks its teeth into one of the locker doors and begins tearing off the hinges.

"I'VE HAD ENOUGH OF THESE PUFFBALLS AND CIRCUS FREAKS GETTING IN MY WAY!"

Pinchy tears off the locker door entirely. Still gripped to its teeth, Pinchy threw the door across the halls. Diesel 10 panted furiously. His teeth grit and his head was about to explode with anger. Calming down a little, he then came up with a devious idea inspired by his encounter with Twilight. A smirk slithers on his face as Diesel 10 chuckles to himself.

* * *

Wondering around aimlessly, Thomas tried following Twilight's magic tracker the best he can despite it's confusing configuration and function. Everywhere the light pointed, he'd turn towards it's direction. It wasn't until Thomas was nearing the gymnasium that the tracker began beeping and glowing even more. He points it to the gym but the blinking only diminished. He points it down the halls again causing the beeping to ascend and the light shined brighter. Excited, Thomas raced down the halls feeling the device vibrate more and more and the beeping became louder the closer he got to his destination.

Finally, Thomas stood outside the doors of a classroom. The magic tracker vibrated profusely in his hands and the gold light no longer blinked but remained beaming off the pink ridges pointing to the door in front of him. Thomas thought he recognized the room. This was the same room where he had his first-class on the day Thomas arrived at CHS; the one Principal Celestia brought him to when she thought he was a new student. At least, that's what he thought this was. Either way, Lady was in there now.

Thomas' heart raced. He knocked on the door and asked if anyone was inside. Not hearing a response. he peaked through the blinded window and vaguely noticed a student or two back up against the corner. Thomas knocked again and called the people inside to open up after fiddling with the knob. Finally, the door opens and Thomas was pulled inside by Vice Principal Luna. She closes the door as Thomas steadies himself and examines the room.

Upon a brief look, this did in deed seem to be the class he had geography in, just without any chairs or desks lined up in the middle. He notices the students hiding behind desks, chairs, and the teacher's table organized by a corner of the room. They peak out from the barricade relieved to see it was only another student and not the crazed man with a hungry claw. One of these teens he recognized was Flash Sentry. The rest however, from what he could see, he didn't know. This worried him a little. The pendent was blaring, but he didn't see Lady amongst the group.

"What is going on here, Thomas?" Luna asked. "It's complete chaos out there."

"You have no idea," He said.

Thomas heard someone say his name and looked over to see who called him. His attention was brought back to Luna.

"Diesel 10 is attacking the school, and we've just experienced an epidemic earlier that,"

Luna and the students then closed their ears in annoyance to the loud beeping and vibrating from Twilight's magic tracker hung around Thomas' neck.

"What's that thing doing?" Luna asked.

"Oh, this is Twilight's. She made it to track magic."

"Well turn it off," Flash Sentry said.

"It's too loud!" another student complained.

"I don't know how," Thomas said looking over the pendent frantically.

He hands it to Luna after asking to find the off switch herself. Another knock comes from the door and a call from Twilight Sparkle asking to be let in. Thomas runs over to the door.

"Wait, Thomas!" Luna called.

He opens it to let Twilight and Spike in then closes the doors back shut.

"Twilight?" Flash said.

"How did you find us?" Thomas asked.

"We can hear the beeping all the way down the halls," Spike said.

"Let's just hope _he_ doesn't hear it either," Twilight said.

"Twilight, thank goodness. Do you know how to turn this off?" Luna asked handing her the device.

Twilight takes it and presses a button on the center. The beeping quiets, the light dimmers, and the vibrating ceases. Relieved, Luna and the students unplug their ears.

"Now," Luna said. "Can one of you explain what's happening to Canterlot High?"

"Remember that genie we told you about?" Twilight asked. "Well, he's actually a spirit of chaos and disharmony,"

Before Twilight can explain, Thomas interrupts.

"Where's Lady?! Is she here?"

Twilight, Luna and Thomas look over to the students. Looking back themselves, Flash and the other teens move out of their sight and gaze in their direction. Sitting by the furthest corner of the wall was Mystic Sprinkles with her knees locked under her arms looking lost and frightened. Apple Bloom, Sweetie Belle, and Scootaloo sat with her keeping Mystic company and protected.

Thomas looks to Vice Principal Luna examining the whistle in his hand. She looks back at him and nods, allowing permission to approach her. She didn't know what he had planned, but if it can help Mystic's memories and possibly stop this madness, Luna would allow them to try anything.

He takes the whistle off and firmly holds it in his fist. Thomas' heart sprinted into overdrive. His stomach curled and his limbs shook finely. Twilight and Spike were also anxious. Taking deep breaths through his nose, Thomas slowly walked over to the group of students pushing desks and chairs out of the way. He passes by the confused group looking back at Thomas and Mystic interchangeably. Emerging from the group, Thomas stood above Mystic Sprinkles and the CMC.

Mystic stared at him confusingly. "I know you."

"Yes. You do."

"You were the one who said I'm a magical talking train?"

"That's right."

Apple Bloom, Scootaloo and Sweetie Belle remained silent and looked at Thomas questionably.

"Right. You, told me so. And you kept on telling me. Why?"

"Because that's who you are."

Mystic hung her head. The CMC all looked at each other. Thomas crouched down to face them.

"Our home and this world will be lost forever unless you're back on the Magic Railroad again. And the only way for Lady to remember herself again is if I restore her power with this." Thomas holds the whistle in front of them.

"Uh, a whistle?" Scootaloo said confused.

"A whistle with all the Gold Dust needed to fix not only Lady's powers, but also her memories."

"Gold Dust? Is that what the glittery stuff clinging to her moments ago are called?"

"Oh," Sweetie Belle said upon remembering. "We've been meaning to ask you something.

"It's about Mystic," Apple Bloom said.

Mystic looked at her friends worriedly. Thomas lowered his arm.

"What is it?"

The CMC then explained what happened earlier before the lockdown. How Sweetie Belle's glass jar of glitter was really Gold Dust that rose magically out of her jar and covered Mystic Sprinkles drawn to her like a magnet. They also told him their encounter with Diesel 10 and how they had to tackle him in order for Mystic to get away by disappearing in a cloud of glistening gold. Both events that involved the glittery substance seemed to worsen her even more. Twilight was confused by this until she remembered why Thomas had to travel to Muffle Mountain. The un-purified Gold Dust were the main reason behind her amnesia, which is why they needed a fresher batch to restore her magic. After this, the CMC expressed doubt in the Gold Dust once they knew what the whistle was for.

Thomas didn't bother questioning why both events worsened her memory. He assumed because she left piles of Gold Dust in her wake, Sweetie Belle must have come across them and then Lady absorbed the sparkles back when they came into close quarters. Since they were un-purified Gold Dust, they must have played a part in instrumentally damaging her memory after Diesel 10 crashed her on their way to this world.

One thing's for sure, Thomas came too far to deliver her this fresh batch and delivering them is what he plans on doing. So, him and Twilight tried explaining the best they can to the CMC why they have to give her more Gold Dust, much to their apprehension.

Apple Bloom spoke with uncertainty. "Um, I don't know if givin' her more Gold Dust will really solve her memory crisis."

"Yeah. It'll only just make her forget even more stuff about herself," Scootaloo said. "There has to be another way."

"But these Sparkles are different," Thomas tried explaining. "Unlike the shavings, these will help her."

"What makes you so sure?" Apple Bloom asked.

"Because I studied them," Twilight interjects.

Everyone looks over to her.

"The reason why she's losing her memory is because of her tampered Gold Dust. The man you saw with the giant claw did something to Lady that caused her to forget herself. And emitting the Gold Dust she's been leaking is slowly draining her magic and sense of self."

"Was that man also from the train world?" Scootaloo asked.

"We all are," Thomas said. "But unlike him, we're trying to help her. Me, Percy, James, Edward, Toby, Henry, Emily, and Gordon."

"Aka the boy that taught a certain someone in this room a thing or two on rope climbing," Twilight hinted.

The CMC gasped and exchanged looks. They knew what she was talking about. And their suspicions earlier were in deed true. Mystic only vividly remembers what she's talking about. She knew Scootaloo had a problem with climbing something and how bad she felt for her. But also remembers her feeling happy afterwards. How she felt about this blue boy and girl with glasses telling her she needed to blow a train whistle was a lot more mixed. Twilight explained the process further.

"Giving her this new batch of Gold Dust should and will reinvigorate her powers and cure her retrograde amnesia."

Apple Bloom, Scootaloo, and Sweetie Belle exchanged worried and doubtful glances.

"Yeah, but," Apple Bloom.

"What if she does remember you but forgets us," Sweetie Belle said worriedly.

Mystic was alarmed upon hearing this.

"She couldn't even remember her own name moments ago," Scootaloo explained.

"We don't want her to completely forget about everything else as well," Apple Bloom said.

"Not unless she's given these Sparkles," Thomas said. "Then she won't forget anything again,"

Mystic Sprinkles finally had enough of their oratory and shouted.

"Stop It!"

The room went quiet.

"Please, just, stop," She said gripping her head.

Surprised, everyone in the room looked at Mystic Sprinkles. Thomas worriedly stared at her. Mystic tried to keep composed despite all this tension and confusion. She looks back at Thomas.

"Why is this happening to me? Why are you people chasing after me? Did I do something horrible? Is it my fault the world is falling?"

"No, Lady. It's not your fault," Thomas said. "Diesel 10 and Discord did this to you. This is happening because of them. But we're here to help. We're trying to take you home."

"Why are you calling me that? Isn't Mystic my real name?"

He tried treading carefully when bring up the fact that she's an engine. But Thomas was getting a little impatient. With everything going on he had to pick up the pace. Thomas slowly and gently reaches over to Mystic and places his hand on top of hers. She flinches at first, gazing at his hand blanketed over hers then stares into Thomas' eyes.

"Lady. You are a beautiful, magic engine," Thomas explained. "You run a magical railway line that powers both our worlds and without you they wont be around much longer."

"You think I'm beautiful?" She asked blushing a little.

Thomas smiled. "Of course, I do."

Looking at his hand resting on hers, Mystic's blush went away when she then stared angrily at Thomas.

"How do I know you're just saying that so I'll believe everything your saying?"

"But it's true. You are an engine. And you do power our worlds. The Magic Railroad bridges us with Canterlot High. That's how you got here,"

Eyes quivering with anger, she yanks her hand from Thomas' and turns her head away. Thomas was shocked. Not facing him, she looks back still glaring at Thomas.

"What if I don't believe you?"

"Mystic," Apple Bloom was interrupted.

"It's like what my friends were saying. The glitter in that whistle could just as well wipe my mind completely and I won't even recognize my only friends anymore."

"But, I'm your friend too," Thomas said dejectedly.

The CMC were beginning to feel sorry for Thomas. Even though they too weren't so sure about the sparkles and what they could do to Mystic.

"That won't happen, Mystic," Twilight said.

"Even if I do remember," She went on. "What makes you think I'd want to run your make-believe railway? Sure they may be fuzzy, but I have memories of me here but nothing about your train world. So how would you know where I really belong?"

"Because we do know each other. I saved you once before," Thomas said growing more concerned. "It's your job to run the Magic Railroad and if you don't,"

"What if I don't want to?" She interrupted.

Everyone looks at Thomas staring at Mystic now facing him. She didn't want to hear anymore from him and continued glaring at Thomas. Then he had a risky idea. Staring angrily in return, Thomas hangs the whistle back over his neck.

"Then I won't make you."

The room echoed in a gasp. Mystic's eyes widened a little and her brow raised an inch. Along with the CMC's all sharing looks of confusion.

"I won't give you this whistle if you don't want it," Thomas said. "It's up to you whether Mystic Sprinkles wants to take that chance and find out who she really is."

Everyone was just as surprised by what Thomas is doing. What was he thinking? If it's so important that Mystic get's her magic back, why is Thomas suddenly deciding against it? Twilight Sparkle, Spike and Luna didn't know what he was planning either. But Thomas didn't have a plan. If Mystic didn't want to believe him or accept the whistle he wasn't going to force her to.

"But, what about Canterlot?" Spike asked anxiously.

"What about Sodor?" Twilight also asked. "Didn't you say it was starting to fall apart."

He tried not to let it get to him, despite how much it lingered.

Luna chimed in. "Thomas, if this is the only way to ensure the survival of both universes then you must,"

"I don't have to do anything," Thomas interrupted. "And either does Mystic Sprinkles if that's what she chooses."

"You can't just gamble with our worlds like this," Flash said.

"It's not a gamble. It's the truth."

Thomas said nothing more and continued piercing his stare at Mystic. She really was surprised. Mystic wasn't expecting to hear this from him. Feeling the pressure, Mystic then stared at everyone in the room murmuring to each other. When they were done questioning Thomas' sudden shift in urgency, they worriedly looked to Mystic awaiting her response. She sheepishly hung her head. The sudden realization that the fate of the world rest on her shoulders finally struck.

"I mean. Someone else can run the Railway, can't they?" Mystic asked.

"If they could, we wouldn't have gone through all this trouble rescuing you," Twilight imputed.

The realizations struck the CMC then and there as well. All three felt even more awful for how they treated Thomas now. He was only trying to rescue his friend and save his world and theirs in the process. But all they did to help was keep him away from her. They were only doing so in Mystic's benefit. Now that their world was on the line, the CMC couldn't help but almost feel half responsible for the craziness taking place.

Scootaloo places her hand on Mystic's arm.

"Mystic. Do you remember why we formed the CMC?"

"Um… To help me find my place in this world?" She asked after pondering a bit.

"That's right," Apple Bloom smiled. "We want to do anything we can to make you remember yourself again. And we all agree that if Thomas says he's here to help, then you should most definitely believe him."

"You do? Don't you think this all sounds crazy though?"

"At first we did," Sweetie Belle said. "But mostly because you thought it was."

"After everything we've seen, it's kinda hard not to now," Scootaloo said.

"Thomas knows more about Gold Dust than we do," Apple Bloom admitted. "If this whistle will sharpen you up again, then ah say go fer it."

"Plus, Twilight is super smart," Sweetie Belle said. "She knows what she's talking about."

Twilight was a little flattered. Thomas smiled too. The CMC were finally on his side and not arguing against his claims about Mystic. Their encounter with Gold Dust and Diesel 10 surely brought them to this realization. Thomas kneels on the floor with one leg while using the other knee to rest his arm on.

"Anyone else would've excepted the job of finding you only because our worlds were crumbing," Thomas said. "Someone needs to set things right; everyone's depending on them. But despite how doubtful I was of myself, do you know why I mainly chose to find you?"

Mystic shook her head shyly.

"Because you are my friend, Lady. And no matter the challenge, I never give up on my friends. You can choose not to believe everything I've told you. But I ask that you at least believe what I'm telling you now."

Everyone in the room smiled. The CMC smiled themselves too. Mystic's head hung to hide her red face. Thomas leans in closer to her and tilts Mystic's chin up with his finger. Water was building up and raining down her eyes as she stared into Thomas'.

"I'm only saying what I think you should do," he said. "The rest is up to you. You have to want this."

Eyes still watering, Mystic stares a head of her after Thomas let's go. She then looks to her friends. Apple Bloom and Sweetie Belle place both their hands on her arms. All three girls beamed a reassuring smile as well and nodded with approval. How could she let their world crumble? Mystic thought. The CMC, the only people here she could call her friends. Not accepting this meant she would lose them. But what if blowing that whistle makes her forget them in the process and she still loses them? If the world is in serious danger, then everything around her wouldn't exist anymore if she turned this down. They wouldn't exist. Thomas went through all this trouble, despite putting him down for doing so, just to help her realize who she is.

Mystic inhales and exhales. With the help of her friends, Mystic got up and stood on her feet. She stared back at Thomas who took the whistle off his neck and simply held it to his side. Hesitant but determined, Mystic takes a few slow steps towards him. Everyone watched. Thomas out of all of them was in suspense. He anticipated this moment all week. Mystic met and stood face to face in front of Thomas. He brings his arm up above chest level in between them and opens his palm. Mystic looks at the silver, gleaning whistle still feeling very doubtful about this. She looked over her shoulder to see the CMC watching them concerningly.

"It's not going to hurt, is it?" Sweetie Belle asked.

Thomas smiled and shook his head.

"And yer sure it won't make her more forgetful?" Apple Bloom asked.

"You have my word," Twilight promised.

If Twilight says so, that was enough for them to ease their worries even if only just a smidge. Looking back at Thomas however, Mystic still had tears building up. She feared that accepting this might gain whatever memories she had of herself back, but what will happen to all the one's Mystic's made with the CMC? Will they be replaced with who she really is?

"I don't want to forget them."

He didn't say anything. Instead, Thomas smiles, closes his hand and lowers his arm back down to his sides. She looks at the whistle in Thomas' hand again then back at him. Exhaling through the nose, Mystic holds her hand out and exposes her palm. The room was silent. Twilight, Spike, Luna, Flash, and the CMC waited intensely.

Thomas lifted his arms and places the whistle elegantly on her palm. Her fingers wrap around it while Thomas let's go of the chain. She positions the whistle with the tip facing her lips. Staring hesitantly at Thomas one more time still giving her the same assuring smile, Mystic wipes away left-over tears. She was scared. But if this truly is the answer to her qualms, her real purpose in life, and the CMC's safety, it was a chance she literally can't afford to pass off.

Shutting her eyes, Mystic Sprinkles takes a deep breath, brings the whistle to her mouth, and blows on it.

The sound blared in the room while Thomas' eyes widened and his jaw hung with anticipation. Everyone else watched in suspense as well. As Mystic opened her eyes, a descending spiral of gold Sparkles circles around her. Surprised, Mystic let's go of the whistle now levitating in the air with a stream of sparkles still gliding out. Her forearms locked together as she watches the Gold Dust work their magic, surrounding her with a glistening, gyrating dome of Sparkles.

Suddenly, Mystic was lifted off the ground. Her entire body floated mid air while also being covered in Sparkles, materializing and clinging to every fiber. From head to toe, she gleamed of nothing but Gold Dust. Elegant, smooth wind chimes clatter and ding in rhythm to the sparkling gold. The dark room was now bright as can be with the glaring lights shining off a confused Mystic examining her sparkle covered arms, legs, and clothes. This whimsical process was the most jaw dropping sight Thomas, Twilight, or anyone in the room got the chance to witness. She closed her eyes and pressed her legs together feeling the magic's affect flowing through her being. Arms now waved out, rays of light beam off her fingers on her right hand as the sparkles slithered over and covers them. Then they beam off her fingers on her left hand with the sparkles materializing. Her dress and hair flowed and blew against the spiraling Gold Dust never increasing in velocity or slowing. The gold made it's way past her face and covered each and every individual spec of hair flowing in the breeze. Mystic's eyes shot open as the light rays beam off her face and her eyes tinted with gold. A circumference of Sparkles flowed out and blew passed everybody in the room. The radiant, shining sparkles surrounding her beamed off rays of gold so bright everyone had to shield their eyes. Thomas, Twilight Sparkle, Spike, Luna, and the CMC covered their faces from the glaring shine as they waited for the Sparkles to finish.

Finally, the Gold Dust diminishes and fades peacefully into the air with each spec of glistening light flaring out. She was no longer covered in Gold Dust anymore. The room eventually returns to being semi dim again. Floating elegantly, she lowers back down and her feet land softly on the floor. Teetering back and forth, her weary eyes collapse as she falls forward. Thomas steps in and catches her, holding her steady by the biceps while her forehead rested on his chest. Her arms laid on Thomas' shoulders. Leaning on them still, she wearily steadies herself under Thomas' hold. The CMC, Twilight, Spike, Luna, and everyone watches, waiting to see what happens next. Did it work? Can she remember herself now?

Leaning her head up, she looks around the room through squinted eyes. She looks up at a concerned Thomas waiting for any kind of response. Eyes still squinted, she stared directly into his eyes, and spoke.

"Thomas?"

His eyes widened excitedly.

"Lady?"

Her eyes widened too, examining herself and the room they're in.

"Lady… My name is Lady!" Lady beamed with joy staring back at Thomas. "I remember everything!"

Twilight, Spike, and Luna were ecstatic. Thomas on the other hand, smiling brighter than anyone, started tearing up. Lady blissfully smiled back. Memories flowing through her thoughts once again, she had a pretty good idea how long Thomas has been trying to save her and what he did to get them to this point. While all odds were against him, he never gave up; on her or his job. And now Lady finally remembers what she's meant to be, and most importantly, who she really is. She was Lady the Magical Engine.

Despite tears leaking from his eyes, Thomas let out a soft laugh, knowing full well himself just how far they've come. Overwhelmed herself, Lady embraces Thomas in a hug. He does the same still tearing up and laughing along with Lady who also started chuckling along with him. Everyone in the room was happy for them. Twilight, Spike, and Luna were overjoyed and proud of them. All their hard work and the turmoil they jumbled through payed off.

Apple Bloom, Scootaloo, and Sweetie Belle on the other hand were mixed. While they were just as happy for them at first, the past week caught up to them and filled the girls with guilt. Thomas really was right the whole time. He was never playing tricks on Lady. And the Sparkles didn't worsen her memory. They really did fix her. Even worse, now that Lady has her memories back, was there still a chance perhaps maybe she doesn't remember the week she spent at CHS? This worried the CMC even more now as they sheepishly looked away, hid their arms behind their back and tapped the floor with heir toes.

The two friends finish their embrace. Both arms still held one another's as they stared happily into each other's eyes. Arms now hanging by his side after letting go, Thomas felt something tug the sleeve of his sweater. He looks down to his left and sees Sweetie Belle shyly tugging his sleeve. Her head hung and arms hid behind her back as she steps back next to Apple Bloom and Scootaloo also staring at him with hung heads and hidden arms.

"Thomas," Apple Bloom said. "We're awfully sorry for keepin' you away from mys, I mean, Lady."

"We didn't know how important your big job was," Scootaloo said.

"Or how important she is to you," Sweetie Belle said.

They were expecting Thomas to be furious with them, but Thomas could express a sympathetic smile while they continued their apology.

"We hope you can forgive us," Apple Bloom said.

"And that you don't stay mad at us after this," Sweetie Belle said.

"Whatever we can do to make it up to you," Scootaloo said. "We'll try anything."

They closed their eyes and hung their heads again.

"How could I be mad?" Thomas said. "You took care of Lady and protected her when everyone else in this school treated her badly."

During her stay at CHS, Lady came across a girl and her friends who made fun of her for not knowing what a cellphone was. That same girl, Cherry Crush, was among the group of students that hid away in this classroom during Diesel 10's rampage. She stayed hidden behind the group of teen hanging her head in shame.

"I didn't know about Lady's amnesia until it was too late. After that, I was left to believe she was all alone here, until Gordon and Rainbow Dash told me you were with her."

They raised their heads up and stared at him. Thomas knelt down to their level and rubbed his head.

"I saw how happy she was when I found you all sitting by the stairs earlier. You treated her better than anyone. And that's all I could ever have asked for during this time. So, of course I forgive you. And when this is done, maybe we can start over and become better friends?"

The CMC all smiled and nodded. Relieved by their resolution, Thomas got back up and stood next to Lady, who knelt down herself in front of the CMC looking dejected when they came face to face.

"It's okay if you don't remember us," Sweetie Belle said.

"You know who you are now and where you belong," Scootaloo said. "That's what matters, I guess."

Lady smiled. "Apple Bloom, Scootaloo, Sweetie Belle."

The CMC gasped.

"You remember us?!" Apple Bloom said.

"Of course, I do. I can remember everything now, remember?" She asked winking playfully.

They beamed joyously. Apple Bloom ran up and hugged Lady nearly tipping her backwards. Scootaloo and Sweetie Belle join in as Lady brings them in for one collective hug. Thomas, Twilight and the rest watched happily. The four friends finish their hug and the CMC started throwing random questions at Lady asking her what she remembers. Some she answered happily, others she answered with a tint of guilt. As much as they wanted to fill her in on all the details, Thomas and Twilight looked at each other and nodded. Twilight then walked up to the four.

"We're gonna have to catch up later," She said stepped in. "Right now, we need to get Lady back on the Magic Railroad."

With her memories back, Lady was now aware of how long she's been away. Gasping worriedly, she stood up with her forearms locked and turned to face Thomas.

"Oh, no! How's everyone back home? Burnett! Is he okay? How's he been holding up?"

"I'm not sure about Burnett," he said ominously. "But if it's anything like Sodor, then it's not good at all."

Lady composed herself. "We better get a move on then."

"Yeah! Alright," Scootaloo said confidently. "Let's save the world!"

Sweetie Belle and Apple Bloom cheered and chanted along with Scootaloo.

"Let's save the world! Let's save the world!"

"Oh, no," Luna said. "You three are staying here until this mess is resolved once and for all."

"Nah-uh," Scootaloo argued. "We're going with her."

"Girls," Twilight insisted. "It's too dangerous outside. You all got lucky escaping Diesel 10. Now that Lady's powers are back, he won't stop at nothing until he has them all for himself."

"And the last thing that needs to happen because of me is all of you getting caught in the mix," Lady said. "Now please, stay here."

The CMC pouted. They wanted to go with Lady and make sure she makes it back home.

"Aw, it's not fair!" Apple Bloom frowned.

"Yeah," Sweetie Belle protested. "We wanna help you too."

Lady's hands rested on Sweetie Belle's and Scootaloo's shoulders and looks at each of them with a soft smile.

"You've already helped me. From the very moment we met."

Apple Bloom, Sweetie Belle, and Scootaloo faced each other thinking about what she said. Like Thomas said, Lady was lost and alone, she had no friends, no one she could trust, and no idea where, who, or what she really is. It wasn't until they came into her life did they change all of that. The CMC had been helping Lady all along. By treating her as a friend, offering Lady a chance to find her place in this world, and inviting her into their club they humbly named after her. While teens were making up stories, filling her head with accusations, and topped off with the fear of not knowing herself, Lady was alone, scared, distant, and lost. When Lady was with the CMC, she was safe. She had an identity, friends, something to smile about. Lady was happy. And thanks to them, she now had all of that and much more.

This made the CMC emotional upon realizing this. Lady beamed proudly at them. She then embraced all of them collectively in her hug. They hug Lady back and remained that way for a good minute.

"Stay safe, okay?"

Sweetie Belle wipes away a few tears after they let go.

"So, is this goodbye?" Apple Bloom asked feeling tears about to build up herself.

Lady shook her head. "Not yet."

Her finger tips Apple Bloom's chin up. "But for now, yes. I will be leaving for a while. Just need to take care of a few things. Then I'll be back before you know it. Promise."

Twilight and Spike stood by the door ready to leave while Thomas picks Mr. Conductor's whistle back up and joins Twilight. The CMC wave to Lady as she stands up and waves back while walking towards the door. Luna joins the CMC and rests her hand on Sweetie Belle and Scootaloo's heads. They look up and smile in return before going back to watching Lady leave with Thomas and Twilight. Flash and some of the students wished them luck too. Lady stood in front of Thomas, both standing face to face with one another exchanging relaxing smiles. Thomas had been waiting forever to say these words.

"C'mon, Lady. Let's go home."

* * *

 **To Be Continued.**


	41. Chapter 39: Last Stand

**Someone in the reviews once asked me, I believe it was** **GZDW, if I ever felt tense when writing these. While I can say I never do, this one might be the exception. This is it! It's the last stand between our heroes and the challenges that await them. Are they prepared for what comes next? Will Lady be brought back safe and out of harms way? Or do a mischievous diesel and** **draconequus** **have one more trick up their sleeve for acquiring her magic? Find out here as both heroes and villains give it their all in a last ditch attempt to get what they're fighting for. Who will come out on top? How do they plan to resolve this? Find out!**

 **PS; Sorry it's not as action packed and to those who were expecting it to be. I know a lot of you had** **expectations and different ideas/outcomes for how this would end, but at least you didn't see this coming! And keeping the reader guessing was what I was hoping for. Otherwise, what's the point in reading it if you already know what's gonna happen?** **Hope you enjoy this chapter and stay tune for more. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 39: Last Stand**

Thomas and Twilight Sparkle briefed Lady on the situation while they made their way cautiously down the halls of Canterlot High. She was informed about Discord and his desire to turn the Island of Sodor into his very own kingdom of chaos. But to stop her powers from blocking his, Discord needed to take away her magic and give them to an engine who can use the sparkles on the Magic Railroad. Putting two and two together, Diesel 10 was the first engine he came across that would agree to do so, but his ulterior motives were now causing the line to destroy both Sodor and Canterlot.

When asked how she lost her memory, Lady explained she found Diesel 10 with Discord, Splatter & Dodge already on the Railroad waiting for her. They chased her while Lady tried creating a new set of buffers that ultimately led her to Canterlot High. Diesel 10 had Pinchy latched on to her and wouldn't let go, taking him with them. All Lady could remember after that was seeing a white light. The next thing she knew, Lady was at the Sweet Shoppe, wondering where she was until she returned to CHS and then became a new student.

Lady then began feeling terrible. Everything was falling apart and she couldn't help but feel responsible for it. She felt even more bad for the way she treated Thomas. As memories of the past week were still flooding her thoughts, Lady was reminded of how many times Thomas tried convincing her that she's a magical engine. He really did go through a lot of trouble. This didn't bother Thomas that much but Lady didn't know this.

"What's wrong, Lady?" Thomas asked.

Lady stared at the floor while her arm pressed against her chest.

"I'm sorry," she said quietly.

"What was that?"

"I'm so sorry, for how I acted. I can't imagine what you were going through when I pushed you away like that. Looking back on it, I can still remember seeing you so upset and confused every time I said Lady wasn't my name. Even though I was lost, a part of me was still so sure of myself. The truth was right in front of me but I never bothered reaching for it."

Twilight and Spike shared a glance.

"Don't worry about it, Lady," Thomas said trying to cheer her up. "I knew we would end up saving you all along! You're back to being who you are again and that's nothing to be sorry about."

"How did you know Gold Dust would cure my amnesia?"

"Twilight and her friends helped a lot. Without them, I don't think I would've been able to fix your memories at all let alone find you here."

Lady hung her head. "I know it's not my fault, but is there any way I can make it up to you? I'll do anything."

"All I want is for you to be safe. And now you are, or, will be I mean."

Lady smiled at him. They continued walking along the halls while Lady drifts off into her thoughts recollecting her week at CHS. Then she spoke up.

"Huh. Now that I think of it, there was this other girl I remember meeting in this school who seemed pretty nice. She pointed where I needed to go when I started going to classes."

"Oh, you mean Sunset Shimmer," Twilight said.

Spike chimed in. "She's been helping us rescue you as well. She even went to Muffle Mountain with Thomas to get more Gold Dust for that whistle."

"Really? Wow. She must be a really good friend; going through all that trouble."

Thomas slouched.

"What is it?" Lady asked worriedly.

"Discord did something to Sunset. She isn't herself anymore."

Twilight and Spike gasped.

"What do you mean?" Twilight asked. "What did he do to her?"

"She's back to being her old self again."

"Is that bad?" Lady asked.

"Very. We have to bring you back," Twilight said urgently. "Your Gold Dust should deactivate all of Discord's influence in our world once you start running on the Magic Railroad."

Lady nodded. "Right."

The four then sprinted down the halls until they reach the main lobby. Lady walked up to the doors and leaned on the horizontal handle, staring outside watching the chaos unfold.

"Um, Lady, I've been meaning to ask," Twilight said. "How did you create a dimensional portal from the Magic Railroad to our world using just Gold Dust? I mean, the ones that are already bridged came into existence along with it before you arrived. It just seemed like something the Sparkles couldn't do before until recently."

Lady sighed. "There's more to it then that."

"How so?" Spike asked.

"I, haven't quite figured that out yet," she said with uncertainty. "It's something I've been practicing but I haven't gotten it right. This wasn't even the universe I was trying to reach."

"Where were you trying to go then?" Thomas asked.

Instead of responding, Lady takes a deep breath and steps through the door and outside onto the courtyard. Thomas and Twilight look at each other and shrugged. They then follow her out the door and into the mist of chaos.

* * *

The engines and girls were still facing off against different chaos anomalies. Beakers pouring chemicals into each other making a pizza flower. Tiny plush dolls that crept up and asked to be played, tapdancing cows, barking Guinea Pigs inside hacked eggs with butterfly wings, soaring envelopes chasing runaway mailboxes, giant spinning tea cups, and giant chimpanzees climbing monkey bars held only by the empty air.

They walked down the concrete steps and take in all of Discord's magic still flooding school campus. Twilight and Thomas grabbed Lady's hands and together they plowed through the chaotic mess, avoiding the tiny plush dolls, barking guinea pigs, spinning tea cups, and chimpanzees. Lady had never seen magic used quite like this before. It truly was a bizarre sight even for her. Rainbow Dash and Fluttershy flew in air surveying the field when they spotted the four running across campus.

"I see them!" Rainbow Dash pointed excitedly.

Thomas, Twilight, Spike and Lady were about to reach the Wondercolt statue's base. Lady looks around the chaos filled courtyard with concern then back at her friends.

"Lady?" said a voice.

The three teens stopped in their tracks not far from the portal and look to their right. Most of the engines and girls gathered near by upon noticing them making their way to the statue. Henry, Sir Topham Hatt, Principal Celestia, Fluttershy, Toby, Edward, James, Gordon, Emily and Rainbow Dash were all there, surprised and happy to see Lady with them.

"Is it really you?" James asked. "Can you remember who you are now?"

Lady turned to them all and nodded. Everyone was excited and relieved. She was back. Things were finally looking up. Then they heard grunting and groaning noises approaching the group. Joining them were Applejack and Rarity holding a struggling Sunset Shimmer angrily fighting to break free from their grasp.

"No, Sunset!" Twilight said worriedly.

The group were also shocked and worried. Knowing what to do, Lady then strutted towards Sunset Shimmer. She was still trying to pry herself from Applejack and Rarity but they weren't giving way.

"What are you doing?" Thomas asked.

Lady stood face to face with Sunset who stopped fighting to scowl her. What Lady did next, nobody knew how. She taped Sunset's forehead with her finger and a circle of clattering Sparkles spun counter clock wise. Confused, Sunset shook her head. Then she stops and begins calming down again after the Sparkles glistened and vanished into thin air. Applejack and Rarity released the now weary Sunset who stood pressing her hand against her forehead. With Discord's magic drained out of her, Sunset then collapses to her knees groaning a little. Twilight and her friends all gathered by Sunset attending and inspecting her over, making sure whatever she did worked correctly.

"You okay, Sugercube?" Applejack asked.

"I-I think," Sunset said. "What happened?"

Sir Topham Hatt, Celestia, and the engines stood around them as well, along with Thomas, Twilight and Spike excited and surprised to see their friend free from her trance. Sunset's eyes squinted as she tried to make out the person standing front of her. Blurring into full view, Lady knelt down and smiled.

"Um, hi. I don't believe we've properly met."

Sunset's eyes widened. "Mystic?"

"Actually, I prefer Lady," She chuckled. "It's nice to meet you, Sunset… again."

Thomas sheepishly stood behind Lady while watching Sunset regain her consciousness. Sunset looks over Lady and sees him. She stares at the floor also feeling a little awkward. Even though Thomas apologized, both were still a little unsure about their friendship. Now that things were at a slow pace for the time being, the last moments before everything falling into chaos caught up to them. And now that Lady has her memories back, she can fix everything, meaning Thomas and his friends can finally go back home. Just one trip down the Magic Railroad and Discord's plan will be pulverized.

Sunset looks back at Thomas thinking the same thing. Were they really just going to leave the status of their friendship hanging? She had never given him a proper response on his inquire to reconcile their friendship. Sunset hoped she could before they resolved everything else. But now, with Lady back at full power, they have to make sure she fixes this whole mess. And to ensure she does, the whole gang faced the issue of defeating Discord and Diesel 10 for good.

* * *

Diesel 10 barged through the entrance doors and ran across campus avoiding all of Discord's magic. He stood close by the east wall and panted after evading the chaos. Then he shouted.

"Genie! Get over here, now!"

Discord didn't respond, nor did he appear. Diesel 10 slouched unamused and annoyed.

"… Discord."

"Oh hello, Diesel 10!" Discord said appearing in a flash of light out of nowhere. "I couldn't help but over hear you calling me. I trust you managed to gain all of Lady's magic?"

"Actually, Puffball pretty much gave her Twinkle Toe's whistle by this point," He chuckled sheepishly.

"What!" Discord roared.

He leaned in close to his face. His face was red and eyes glowed a deep yellow. His mane, eyebrows, and goat beard bellowed hot, fiery flames. Diesel 10 backed away fearfully. Discord leaned back and floated in front of him. His red face and flaming hair cease.

"You had, one job!"

"Now, hear me out," Diesel 10 said nervously. "This can actually benefit us. Now we can just steal all her magic in one sitting plus the new batch."

"She's too powerful now you imbecile! In a matter of minutes my magic won't be any good here."

"Not unless she's on the Magic Railroad. Besides, she may have her magic back, but yours can still reign supreme. At least, here anyways."

"I suppose so," Discord said stroking his beard, then he crossed his arms suspiciously. "What are you suggesting?"

"I've got a plan that'll practically leave Puffball and his friends bowing to their knees. And when they are, I'll have that steamie's magic all for myself."

Discord clears his throat and ready's his fingers about to snap Diesel 10 to a random dimension. Diesel 10 quickly corrected himself.

"I mean, for us, for us!"

He smirks and lowered his arm. "If it's that easy to steal magic, then I have more than just one way of stealing them back if you try using those sparkles against me. Food for thought."

Diesel 10 slouched in annoyance. Then he beckoned Discord closer so he could whisper his plan. But instead of leaning in next to him, Discord pulls his ears off and throws them to Diesel 10 who stammered a little upon seeing them floating to his left and right sides. Discord crosses his arms and turns his back from Diesel 10.

"Go on."

Leaning in a little disturbed, Diesel 10 whispers his plan in Discord's ears. After he was done, Discord's eyes widened and his ears reappear on his head.

"No," he said bluntly.

"What? Why not!"

"I don't use my magic for that kind of use anymore. I've already broken every other use of my magic I said I wouldn't do ever since we formed this 'alliance'."

"Exactly, you've already broken it."

"And I won't be breaking anymore."

"Oh, C'mon! You're good at what you do. I should know, I was quite impressed by how you turned Puffball against one of those Circus Freaks. All I'm asking is for you to do this one little thing for me and the others will fall in line."

He looks over his shoulder. "They may not be my friends, but I would never stoop so low to that level. Driving them apart was the tamest approach I could offer. But yours? Well, that's just a bit twisted."

"You only have to do two things. The rest is all on me. Listen, I didn't come this far just to see us lose to those puffballs!"

He turns away again; his arms remaining crossed.

"I don't care what _you_ think. I'm not doing it."

Diesel 10 groaned. "Enough of this self righteousness nonsense! Now's the time you start crossing that line, Genie. How badly do you want Sodor as your own personal kingdom, hm? Cause it's the only way you're ever gonna get it at this point."

Discord turns and stares angrily at Diesel 10. Despite the odds stacking against them, Discord admittedly still wanted to take over Sodor. Taking care of the girls and engines wouldn't be a problem, but with Lady now fully powered again, things just got more complicated. If Lady does have her magic again, he couldn't really do anything against her by himself.

Stroking his chin while rethinking his plan, Discord knew if he really wanted to take over Sodor, he had to rely on Diesel 10 once again to pull through and collect her Sparkles; that includes going along with his next plan. Knowing this, he slouches while sighing a yielding breath. He felt a bit ashamed, but at the end of their ropes, anything was worth a try.

"Fine. But I get to choose. And to speed things up, none of them are allowed to know either."

Then he snapped his finger.

* * *

"WEEE! This Is Just Like The Funfair! Only It Never Ends!"

"P-Pinkie?" Percy said worriedly. "Are you sure that's safe?"

"Safe And Fun! Whoo Hoo!"

Over near by the school sign, a laughing Pinkie Pie was inside one of the spinning tea cups being tossed about on the grass land with each gyrating twirl while Percy stood aside watching anxiously. But then, the spinning tea cups disappeared. Pinkie Pie lands on her behind looking around and wondering where they went. She gets up to join Percy but quickly realizes he had disappeared to.

Percy reappears in a flashing light over by the wall of the east building. He sat with his knees locked and legs spread out bewildered by his sudden transfer to the other side of campus. As Percy looks around anxiously, he hears a sinister chuckle and looks up at Diesel 10 looming over him with his hands on his waist and Pinchy' gritting teeth.

"Hello, Percy. I need to ask you for another favor."

* * *

Sunset Shimmer, now back on her feet and fully recovered, listened to Twilight catching her up on the current task at hand. Thomas, Lady, Sir Topham Hatt, Celestia, the girls and engines were also present giving suggestions as to how they can defeat Diesel 10 and Discord. Even though Lady can run the Magic Railroad again, they still faced the problem of dealing with Discord and Diesel 10, who will still be going after her magic regardless of her current status. Dismantling Discord's power was one thing, it was keeping both him and Diesel 10 at bay while Lady works her magic that concerned them. All then began looking to Lady for answers seeing how she has her memories back and with more than enough power to hold her own against Discord.

But then, Pinkie Pie zooms in and panted before speaking up.

"Everybody, PERCY'S GONE!"

"What!" Thomas said the first one to hear.

The whole group stopped talking and turned their attention to Pinkie Pie.

"What do you mean Percy's gone?" Sir Topham Hatt said.

"He Was Right Beside Me A Minute Ago Watching Me Spin Around In A Giant Tea Cup Until They Disappeared. And That Was When I Noticed Percy Also Disappeared Too!"

"You sure he didn't just walk away," Gordon said.

Toby looked around. "He's not with us. Where do you think he went?"

"Look." Twilight said. "Everything's gone."

"Ugh, That's What I've Been Saying!" Pinkie said.

"No, I mean, they are. But so is everything else."

Everyone gazes at the school's campus to find it barren and empty. Discord's chaotic magic was no where to be seen. The Gummy Bear Creatures, marching band instruments, nesting dolls, chimpanzees, cymbal monkey, even the checkerboard ground was back to being regular concrete. While they felt relieved at first, their relief quickly turned to suspicion. Where did everything go all of a sudden?

Then they hear a call coming from across campus.

"Let me go!"

Searching where the noises came from, the whole group gasped upon what they found and who the cries belonged to. Standing in the middle of Campus was a smirking Diesel 10. And dangling off Pinchy's jaw by the caller of his shirt was a panicking Percy.

Thomas emerged from the group; His eyes wide and quivering.

"Percy?!"

"Thomas!" Percy reached his arm out. "Help me!"

Diesel 10 growled. "Shut up!"

Pinchy jerked Percy to silence him. Thomas ran over with Sunset, Lady and the others following behind. Thomas and Lady reach and stood ten feet from Diesel 10 and Percy, gripping Pinchy's arm and shaking with fear. The others weren't far behind. Sunset stood in front of everyone ready to step in.

"Diesel 10!" Sir Topham Hatt shouted. "Release Percy this instant!"

"Fat chance, Fatt Hatt! I'm not your engine anymore. You can't tell me what to do."

Sir Topham Hatt was fuming.

"Let him go, Diesel 10!" Thomas demanded.

"Not yet, Puffball," he smirked. "Now It's your turn to hear me out this time."

Quivering internally just as much, Thomas looks above him and sees Discord laying on his back while floating over Diesel 10.

"Discord! You have to stop this. He's going to hurt Percy!"

"Then I trust you'll pick the correct choice this time."

"What do you mean? Discord, please! You said you wouldn't hurt any of us."

Discord appears in front of Thomas.

"Sorry, but you must have me confused with someone who's your friend. Don't get me wrong, I'd just hate to see how this'll turn out, but that doesn't mean I'm giving out favors for someone who turned down my polite request to be best friends."

Thomas scowled back but it did little to phase Discord at this point.

"You brought this upon yourself, Thomas. I've given you plenty of chances and adequately easy decisions. But you turned down all of them. Now you must make another difficult choice."

He disappears again then reappears in a flashing light behind Diesel 10. Staring back at Thomas, Discord uses his eagle claw to rip a hole through the fabric of space and tears it down all the way to ground level. A white wormhole with saturated blue tint now stood behind Diesel 10 laughing in his sinister chuckle while Percy gasped peering at the rippling portal with torn edges along the corners that lead to whatever's on the other side. Thomas, the engines and girls grew more frightened.

Discord leans next to Diesel 10 fixated on Thomas and the others.

"Are you sure about this?"

"Positive."

Hesitant for a moment, Discord leans back up and shrugs. Then disappears again, leaving Thomas and his friends alone with Diesel 10 and whatever twisted plan he had for them.

"What-what are you gonna do to him?" Thomas asked Diesel 10.

He stroked his chin. "Hmm, let's see. There's a timed portal behind me that leads to wherever the genie has it set, and a whimpering, little green puffball who _really_ doesn't wanna go in. See where I'm going with this yet?"

"You wouldn't!" Lady glared.

"Oh, but I will."

Sir Topham Hatt, Celestia, the Engines and Girls were in a state of panic. Thomas couldn't handle himself. His legs shook and his agitated stare locked on Diesel 10 and Percy. He had a good idea what his plan was but became more on edge.

"Here's _my_ offer to you, Puffball," Diesel 10 explained slyly. "Hand over the Lost Engine and I'll give him back to you. Don't hand her over, and I banish your little friend here to another dimension! Somewhere unreachable; where he'll be stuck there forever!"

"No!" Thomas cried.

He laughed manically. "It's not that difficult of a choice so yah better chose wisely. Either way, that steamie will be mine, regardless if there's one less friend with you."

Percy still struggled to get loose now more agitated after hearing what Diesel 10 was going to do with him. Rainbow Dash gripped her Geode Crystal and called out to Thomas.

"Give me the word and I'll dash in and grab him!"

"Oh, no!" Diesel 10 warned. "I see one tin kettle or circus freak get any closer then its bye, bye Percy, and hello Lost Engine."

Lady wasn't having it anymore and firmly stepped forward.

"Enough!" She stood with a firm stance. "Diesel 10, leave him out of this. Let Percy go, and I will turn myself over to you. No one else has to get hurt because of me."

Diesel 10 growled. "No!"

Just then, Lady was wrapped and tied up by chain metal slithering up her legs and around her arms. They wrapped her arms and waist together. Lady lost her balance when the chain then ties itself around her legs and collapsed to the ground. The girls tried running to her but soon stopped when Pinchy hung Percy closer to the portal.

"You don't get a say in this! None of you do! Puffball has to hand deliver you to me himself! The only way this green caterpillar walks away is if Thomas chooses him over the lost engine."

Thomas worriedly looked down at a bounded Lady struggling under the chain then back at Percy.

"And anyone that tries to decide for him will involuntarily chose the latter and see him thrown into another world to who knows where!"

Everyone froze and stared at Thomas anxiously. Hearts raced, limbs numb, head's swirling. It was all up to Thomas, who was just as stressed of all. Legs finally giving way, Thomas collapsed to his knees unable to handle or comprehend this decision. Percy or Lady? How could he choose between two very important individuals to him? If he has Lady, Percy will be free, or so Diesel 10 says. But then he'll just steal Lady's magic and gain her power. Power that him and Sunset traveled far to get and worked hard to protect. If he doesn't give him Lady, however, Percy will end up in another world they can't reach him in. Who knows where Discord has the portal set in. And even so, Diesel 10 will still be able to acquire Lady's magic when the deed is done. The girls can surely over whelm him before he gets to Lady, true. But with Discord on his side and their connection to the Railroad lost, how can they stand a chance against either? This was an impasse nobody in the courtyard could figure out and set them on the same incline of dread and anxiety Thomas is facing now. Diesel 10 was right. Either way, he get's her magic Sparkles, regardless of whatever choice is made. There was no winning for them.

"So, I'll ask for the last time," Diesel 10 said. "Who's it gonna be?"

"No! Thomas, don't!" Percy cried struggling under Pinchy's grasp.

The girls and engines began berating and yelling at Diesel 10 as well demanding him to set Percy free. But all Diesel 10 did was shrug them off with a soft chuckle. Sir Topham Hatt's voice was the loudest, but not even his booming authoritarian demands frightened Diesel 10 anymore.

Thomas couldn't make a decision. He didn't want to make one at all. He wanted both Lady and Percy to be safe, but he was in no position to have either option. The fate of the world, or the fate of his best friend? When it comes down to it, both options will inevitably lead to the end of their worlds. There was no point in choosing. This was only a sick ploy from Diesel 10 to toy with Thomas' devotion to his friends. And it was playing out just as well as he hoped. The only outcome they can prevent Diesel 10 from stealing her magic was letting Percy get thrown in the dimensional portal. But all odds would still be against them with Discord stepping in to hinder the girl's magic ineffective. The only difference between both options was that Percy would still be with them.

Thomas had his head hung listening to all his friends shouting only to stop as he rose his head back up to face Diesel 10. Pupils and lips quivering, Thomas reached out to Percy. His arm stretched and palms open.

"P-please," He whimpered. "Don't hurt him."

Diesel 10 smirked. "Made up your mind already?"

Overwhelmed, Thomas pulled his arm back and pressed it against his chest. His eyes shut, teeth grit, and fist enclosed growing more frustrated, scared, and despondent while his head spirals out of control. All the while, Diesel 10 chuckled his loudest maniacal laugher yet. His arms waved out and palms open as he bellows his crazed chuckle while a dejected Percy, remaining held onto Pinchy's arm, watches him and the situation play out. Percy looks to everyone and Thomas growing more frustrated and cornered. All glaring eyes were on Diesel 10. They had enough.

"That's it!" Rainbow Dash said stomping her foot. "I'm going in after him!"

Before she could tap into her Geode, Thomas Shifted quickly to his left and waves his arms out indicating her to stop.

"No! He'll toss Percy in. Don't do anything. Just, let me figure this out."

"Thomas."

Thomas froze. His arms fall to his side. The soft feeble voice called out to him again.

"Thomas."

Shifting back to face them, Thomas stares at Percy appearing more relaxed now but still spoke pressingly as he stares at his best friend.

"Listen to me," He began. "You have to save the Magic Railroad. Our friends, our homes. They're all counting on us. But the only way we'll win is by coming together. You got us here, Thomas, and only you can do so again."

Thomas' jaw hung open and dismal eyes fixated on Percy. The engines and girls listened worriedly too. Why was he telling them this? What could they all do to save him and Lady from Diesel 10?

"Remember what Mr. Conductor said? Use the magic inside you to unite us all in harmony. I don't think he was talking about Gold Dust. I think he meant something else. Something very special that we all somehow carry."

Sunset stared at Thomas taking in every single word said. She knew what Percy meant. He was on the right track, even if they didn't quite understand themselves.

"But you can't do this alone," Percy continued, a small tear dripped down his cheek. "Our friends need to come together and save both our worlds. You can do this, Thomas. I know you can. You can do anything."

"But,"

"Promise me you will, Thomas. Promise me?"

There was a long pause. Thomas simply froze up and continued staring at Percy gazing dejectedly back at him. Thomas' stomach curled. Limbs were rigid and water built up in his eyes. He didn't know what Percy was saying or why he was saying so, but a promise is a promise, even if this was always his intention from the start.

"Percy. You know I will."

Percy closed his eyes and sighed a breath of relief. Eyes reopen as he smiles at Thomas.

"Good."

Pinchy lowered him down a little as Diesel 10 looked back at Percy with abhorrence.

"What's this?" He asked confusingly.

"Don't you worry, Percy," Thomas said reaching out for him again. "I'm gonna find us a way out of this."

Diesel 10 eyes him. "You've got ten seconds to decide, Puffball. Starting now!"

Everyone gasped. Percy on the other hand, glared at Diesel 10.

"Diesel 10. You're not gonna hurt my friends anymore!"

With the wave of his feet, Percy ends up kicking Diesel 10 in the calf where Spike had bitten him earlier. Diesel 10 screamed as the pain shot up through his leg. He grabbed his leg and began hopping on the other. Pinchy, still hanging him directly in front of the Portal, let's go of Percy. But Percy firmly remained his hold on Pinchy's arm. Wrapping his legs around the rest of the arm, Percy leans and jerk himself into the portal, disappearing fully through the ripping white hole while taking Diesel 10 inside with him. Diesel 10 stuttered, mumbled and panicked to keep himself balanced on just his one leg. But it was too late. Percy's weight, pull, and Pinchy's fidgeting yanked him further in as Diesel 10 found himself tripping over and falling backwards into the portal. Looking back at Thomas, Diesel 10 screams seeping half way in while waving and reaching his arm out until half his upper body phased through the portal.

The campus was an echo of loud gasps and calls to Percy. Rainbow Dash quickly zooms over in a streak of blue and rainbows while Applejack and the rest of the girls followed after. Thomas and the rest of the engines stood and sat anxiously watching Percy and Diesel 10 disappear.

Diesel 10's legs dangled and flailed from the portal. Reaching them, Rainbow Dash skids across the ground on her hip all the way to Diesel 10's right leg, wrapping her arms around it and grabbing his ankle. She remained held on just fine, but whatever was on the other side kept dragging them in. Either they were being pulled or they were hanging off of something. Grabbing his right leg where Spike's bite was didn't help much to keep them steady either as Diesel 10 kept trying to shake loose from her grasp. Rainbow Dash was being dragged in as well with the lower half of her waist now deep inside the blue portal. She could definitely tell there was some kind of drop on the other side. How far exactly it dropped however was hard to say.

Rainbow Dash strained putting in all her might to hold Diesel 10's leg with her life. The weight of both Percy, Diesel 10, and his metal claw fidgeting and flailing were becoming difficult to keep hold of anymore. Only the foot she held was left poking out of the portal still. Applejack finally catches up and grabs Rainbow Dash before she or the others could get dragged in any further. She reaches over and grabs Diesel 10 by the ankle as well. With a strong heave, she begins pulling them back out of the portal. Meanwhile, Twilight, Sunset, and Rarity attended to Lady and tried freeing her restraints.

But then Diesel 10's shoe and sock came off, causing his foot to slip through Rainbow Dash's grip and Applejack to fall on her rear. Diesel 10's foot disappears into the portal.

"No!"

Panicking, Applejack and Rainbow Dash quickly get up and run over to the portal along with the other Girls. Then, the portal closes.

* * *

Rainbow Dash and Applejack reach where the portal would've been but stopped and stood in shock to it's sudden disappearance. It took them a good second or two to comprehend what just happened. They look back at Thomas, arched forward and now sitting on all fours. His jaw hung, eyes widened, and hands gripped the ground with twitching fingers.

"P-Percy?"

Twilight, Rarity and Sunset were busy untying Lady from her shackles. Upon release, Lady laid on her stomach then looked over to Thomas. The three do the same only to find there was no portal, no Diesel 10, and no Percy to be seen either. They were all gone. Lady's hand covered her mouth and stuttered under her breath.

"No."

The rest of the group was in utter bafflement. Some were in disbelief. Some had to second guess themselves. 'What just happened', they thought. It all went by like a blur. Percy dragged Diesel 10 into the portal with him; Into another world they cannot reach him. In doing so, he stopped him from forcing Thomas to make a decision, one that would lead to the end of their world and from going after and stealing Lady's magic again. He saved them. But at what cost? Percy was now in another dimension somewhere along with Diesel 10. As far as they were concerned, based on what Diesel 10 said, they were trapped in there.

Diesel 10 was forcing Thomas to make a decision; a decision that would've ended either way with him hurting Lady and the rest of his friends. But instead, Percy made one for him. Applejack looks at the shoe still in her hand and angrily slams it on the ground. Rainbow Dash, frozen in shock, was just as broken up. None of them were strong or fast enough to save Percy.

After realizing what transpired and what this meant, Principal Celestia, Sir Topham Hatt, the Engines and Girls all gathered dejectedly around Thomas, who only continued sitting on all fours staring with incredulity in the direction where the Portal stood. Where Diesel 10 and Percy stood only a minute ago.

Sir Topham Hatt looked around nervously at everyone.

"W-well? Where is he? Where did he go?"

Nobody answered. Because nobody knew.

"We can get Percy back, right?" Arms slowly fall to his side. "Lady? Anyone?"

With the courtyard silent as can be, they all continued hanging their heads or stared sadly at Thomas. Percy was gone. He was unreachable to them. Finally, Thomas' eyes water up and leak down his face, as he began to cry. He had lost his best friend. Stuttering and sniffling, Thomas' head drooped while his sobbing echoed around campus and tears dripped down and land on the ground making everyone's hearts sink.

Then he felt someone touch his shoulder. Thomas looks up and sees Sunset Shimmer kneeling in front of him with her left hand resting on his shoulder, looking back with just as much despair ever present on her complexion. Thomas wipes some tears away. Then he lunges forward and grabs Sunset, hugging her in his embrace. Sunset reacted at first but then froze up while hearing Thomas sobbing under her left shoulder. Face still pressed against her shoulder, he emerges for a brief second and whimpers in his stuttering voice.

"I couldn't do anything."

Sunset was absolutely devastated hearing him say this. She gently wrapped her arms around Thomas and pulls herself closer to him, burying her face in his shoulder as well. This made Thomas cry even more, as both friends sat on their legs now locked together under their rears while they remained hugging and tearing up. Everywhere and everything went silent for him. Nothing could be heard accept his own lamentation.

Pinkie Pie's hands covered her mouth while tears rain down her cheek. Hands completely covering her face, she then pressed herself against Applejack and cries into her shirt. Applejack takes her hat off and wraps her arms around Pinkie Pie while shutting her eyes and hanging her head.

Sir Topham Hatt takes his hat off two. His index finger and thumb pressed against his weeping eyes. Celestia tried comforting him with some light pats while his body shook in rhythm to his weeping.

Emily falls to her knees while tearing up and buried her face in her palms. Henry collapse to his knees taking Fluttershy with him. Both embraced with one another as their cries echoed the loudest.

Rarity was a mess while James tried keeping himself together despite his rainy tears as the two hugged each other tightly. He continued crying still when thoughts about their time together caught up, along with everyone else grieving the loss of their friend.

Toby and Edward rested their hands on each other shoulders until they embraced in a hug. They were the calmest out of all but still let lose a shower of tears. Twilight held Spike close to her, trying to comfort him while he whimpered under her grasp. Waterworks kept leaking down her face as Twilight cries watching Thomas, Sunset, and everyone breaking down until she goes back to nuzzling her cheek against Spike.

Rainbow Dash collapses to her knees and began slamming the ground with her fist until she stops and simply lets herself sob away all the tears building up inside her. Gordon, meanwhile, had to walk away from the group. His back faced away from everyone, blankly staring a head at nothing. Gordon didn't want anyone to see him. But no matter how hard he tried to repress it, more tears kept building up in his eyes. Finally, he couldn't hold back anymore. Gordon's hand covers his eyes and leaking from beneath his palms were tears flowing down quicker than he could make them.

Lady had tears welling up too, but she was still too in shock to sob. She laid on her stomach still whist leaning on her arms, watching everyone fully embraced, torn up, and saddened over Percy's bravery. Head hung, Lady's eyes closed feeling all remorse flowing through her. They really believed Percy was truly gone. Percy stopped Diesel 10 from going after her and his friends. This can't be how it ends. He can't be gone. Lady couldn't cry because there had to be some way to bring him back. After sitting there for a long while, Lady got up on her feet, still watching all her friends mourn for Percy.

Then Discord appears in a flashing light, hovering behind Lady and the others. Upon seeing everyone grieving, Discord's upbeat mood was quickly saddened. Knew why they were crying, as he looked around to see his portal had timed out, and either Diesel 10 or Percy weren't around anymore.

"Oh. Oh, dear," He said with remorse.

Hearing his voice, Lady turns around to face him and looks up at Discord.

"Discord!" She demanded. "Bring Percy back now."

Hesitating, he fiddling his fingers nervously a little.

"Um. R-right. Of course."

Discord was about to snap his fingers, but then lowers his arm after something came to mind. If Diesel 10 was out of the picture, then there's no other engine he can rely on to take her magic and run the Magic Railroad. Granted he couldn't rely on Diesel 10 anyways, but he was the only one who could steal her magic. All Discord had to do before he betrayed him was steal the magic back by containing it in one of the whistles. But now he's gone, and Lady still has all her powers. There was nothing more he could do it seemed. Except, drag this out for as long as he could. He knows this will likely backfire on him, but with nothing else left to lose, Discord might as well pull out a few more tricks to see if he can still gain control of Sodor somehow.

Then Burnett's whistle dangles from his eagle claw.

"Unless," He tempted. "You're willing to give up your magic in exchange?"

Lady examines the dangling whistle in shock, immediately recognizing who it belonged to. Arms pressed against her chest, she worriedly looks over her shoulder back at everyone gazing up at Discord angrily then back at her. Some were wiping away tears, remained hugging, sitting, and letting out the last of their cries and became more alerted upon hearing Discord's proposition. Lady wanted to bring Percy back so that he and her friends would be happy and safe again. She didn't want anymore bargains. No more choosing. Lady had to try and convince if not reason with Discord. Besides, what was left for him to do? Arms falling to her side, she faces him and responded with a blunt answer.

"It's over, Discord. You lost. My magic is back and Diesel 10 is gone. Which means there's no one to run the Magic Railroad for you anymore."

"I beg to differ. I see maybe one or six more engines who could fit the bill. But if none of them are inclined to be so kind, how about I just bring Diesel 10 back instead?"

Lady glared at him. Discord leans closer to her.

"Oh, relax. Just consider yourselves lucky I never liked him enough to allow that. But that doesn't meant I'm making exceptions for any of your requests either; that is, if we're willing to meet halfway?"

"Look around you," She argued. "Haven't you done enough? Please, just bring Percy back so we can all be together again and end this once and for all. Otherwise we'll all be gone too. Everything my friends have done would be for nothing."

He leans back up and pretended to be shocked. "You'd let our universe crumble like that?"

"Ugh, that's not what I meant and you know it!"

"Well, I'm sorry. But until we're able to come up with a compromise, looks like Thomas' ex-best friend will have to remain where he is."

Over hearing their conversation, Sir Topham Hatt stepped forward and yelled.

"Where did you put Percy?!"

"Wouldn't you like to know." He smirked then calls over to Thomas. "Are you sure you don't wanna run the Magic Railroad? 'Cause I can still make that happen, you know. Once Lady agrees to bring your friend back."

Thomas and Sunset were still sitting on the ground embraced. Seething with rage, Thomas opens his eyes and grits his teeth. Sunset could feel him tensing up and let's go as he does getting a good look at his grimace. This was a side to him Sunset has yet to see, and she was all the more worried for him. Thomas stands up and scowls at a smirking Discord. He arches back down and whispers to Lady.

"Let me know when he agrees. I don't think he's in the mood to negotiate right now." Discord leans back up and turns his back away. "I'll just be over here spreading more chaos if you need me."

But before he leaves, Discord turns back around to them one last time.

"You know, had I known this world was so easy to take over, I would've ditched Sodor and just settled for this Equestria knock off instead. Would've saved us a lot of trouble now that I think about it. In fact, if you won't give me control over Sodor, then I suppose this world would make for an acceptable alternative."

Everyone gasped gazing up at him worriedly. Discord clears his throat and shrugs.

"But, that's just me thinking out loud. Anyways. Ta-ta!"

Discord laughs and teleports further into the middle of campus waving and directing his arms about. In a flashing light he begins turning different objects, the school's structure, and anything else he sees into chaotic nonsense. Everyone was scared. He's gone back to spreading more chaos in this world. Still seething, Thomas clutches his fist then begins marching angrily over to Discord. His friends were all worried for him. They haven't seen Thomas this angry at all.

"Thomas?" Twilight said.

Discord looks back and sees Thomas storming up to him.

"Oh no! Here he comes!" He said tauntingly. "The little engine that couldn't!"

He hovered in the air rocking like a cradle while enjoying his laughing fit. An enraged Thomas continued gritting his teeth and enclosing his fist the more he got closer and the more Discord's provocative laughs angered him. Discord said he wouldn't let any of his friends get hurt, but he appears to have broken that streak. This angered Thomas the second he tried bargaining Lady's magic for Percy's return. If Discord wasn't going to bring his best friend back, Thomas was going to make him, one way or another. He had enough of everything and wanted to put an end to his meddling and trickery.

Before he got any closer, however, Lady steps in front of Thomas and places her hands on his chest, feeling his intensified panting pushing her palms inward and out in rhythm with his breathing. She stared worriedly at Thomas still fuming with rage. Looking back at her, Thomas knew just by the indication of her worried expression that there was nothing they can do now to save Percy. Not unless Discord brings him back himself, which he isn't generous keen on doing any time soon, until Lady gives up her powers. And since that's not an option they can afford to take, there was only one thing they can do now, and that's defeating Discord.

It was then that Thomas began calming down the more this became prevalent and made sense. But because he knew defeating Discord was their only next move, Thomas went back to being upset again. His breathing slowed, and his angered expression switches to dismal. He buries his face in his hands feeling more emotional again. Lady was riddled with guilt and sympathy for him. Lady holds her palms out to him. Thomas peaks through his hands and looks down to see Lady's opened up and presented to him, indicating Thomas to place his on hers so they can finish this together. He simply stared dejectedly at her hands for a while until catching on what she wanted him to do. Wiping away his tears, Thomas then places his left hand on Lady's right. Lady looks at Thomas and nodded back, enclosing their hands with one another's. They both angrily look in the direction behind Lady and see Discord still laughing and spreading more chaos everywhere.

Lady began walking forward holding onto Thomas' hand still. But as she walked, Lady felt her arm being yanked and held back. Stopping in her place, Lady looks at Thomas lost in thought, staring at the ground and not moving a muscle. She pulled on his arm again but he wouldn't budge, nor did he let go of Lady's hand. She didn't know what he was doing. Why wouldn't he move? Frowning still, Thomas stares at her then looks over his shoulder back at all of his friends; but more specifically at Sunset Shimmer. Everyone looks at Sunset as well seeing Thomas was fixated on just her.

Surprised at first, Sunset stares back at Thomas unsure of why he turned to face her. Inhaling and exhaling, Thomas reaches his right arm out and offers her his hand.

Sunset was even more surprised, and a little bit confused too; along with everyone else on campus. Lady knew what Thomas was trying to do and stopped tugging on Thomas, allowing them to proceed. Even after their recent conflict, Thomas wanted Sunset to help him and Lady set things right. Not only did he apologies, but Thomas was going the extra mile in asking her to join them in the fight. He wasn't asking or reaching out to former school bully Sunset Shimmer, he asked his best friend from Canterlot, to help him once more.

Despite not knowing himself at first, Thomas realizes he's been trying to do most of this mission by himself. He thought it was only him who had to set things right, who had to save everyone and his world, which is why he mostly asked his friends from Sodor to stay in Canterlot High, so he can keep them save and away from all the danger happening on the Island. While it started off that way, running into Sunset and her friends during his stay here quietly altered this path. If it weren't for them, he would've been taken out by Diesel 10, he wouldn't have found away to fix Lady's amnesia, he wouldn't have gotten to where they are now. Every time he tried handling things himself, he'd get nowhere fast and got upset for failing. But Sunset, Twilight, and the rest were by his side to raise his spirits again and set him back on the right path. Thomas learned over the course of this week that having his new friends from Canterlot and his Sodor friends by his side were what drove Thomas to succeed, to rescue Lady and to defeat those responsible for causing all this.

Could this also be what Sunset was talking about when she told him about the Magic of friendship? Use the magic inside him. Not literal magic, but the feeling it offers. It took Thomas a while to realize what that meant. Mr. Conductor might have meant Gold Dust. Maybe they're still an important component. But then remembering what Percy and Sunset told him, he knew there was more to it then that. The only way to win was by bringing all of his best friends together. And the only way to do so, was by using the magic inside him to unite both worlds, with the magic of friendship. But before he can use such magic, Thomas had to mend one of his own friendships in order to truly wield it. And if Sunset knew just as much as he's figured out, if she really cared for him still, Sunset would want to do the same.

Catching on what's being asked of her, Sunset gets up then walks slowly over to Thomas with everyone watching them. Reaching them, Sunset stares hesitantly at Thomas' open palm then back at him with nothing but sincerity and solemnness in his complexion. He wasn't going anywhere or doing anything unless she was with him by his side. Sunset held her left hand above Thomas' right still uncertain of him or herself. This wasn't just joining hands to set things right. She still wanted to answer, and this was as good enough of a response as any. Slowly and delicately, Sunset lowers her hand over Thomas' palm. She pauses for a moment and pulls back, closing her fist with reluctance and staring back at a worried Thomas. All their friends continued watching with apprehension. Swallowing her uncertainty, Sunset hovers her palms above Thomas' again.

After much hesitation, Sunset's left-hand lands and clamps onto Thomas'. He looks at her still solemn but internally pleased she decided to step in. Sunset stares back at Thomas with determination. Both their hands gripped together firmly with interlocking fingers. They had a job to finish.

* * *

Discord laughed while hovering above ground watching his chaotic magic run a muck. Ear twitching, he looks over his shoulders and stares across campus. Approaching him was a determined Thomas, Lady, and Sunset Shimmer all with joint hands marching forward with confidence. Thomas was in the middle while Sunset was to his right and Lady was to his left.

"Well isn't this cute. They think they can stop me without her running the Magic Railroad."

Reaching further to the center of campus, Thomas, Sunset, and Lady stopped and stood firmly while glaring up at Discord.

"Sorry but unless you're here to trade, I have no interest in hearing how you plan on 'defeating me'," A neon arrow pops in out of nowhere and points to the statue's base. "I trust you know where the Magic Railroad is? I'll leave this here in case you get lost."

Discord turns his back and continues his fun. All three friends look at each other and nodded. Shutting their eyes, Lady, Sunset, and Thomas began tapping into their magic. Suddenly, all three were covered in a gold, glistening, clattering, magical aura surrounding each of them from head to toe. Strong, sweeping winds blew off from under their feet, pushing against the ground causing it to rumble and shake the more powerful their magic grew and the stronger their gravitational force brushed against the surface they stood on.

The Girls, Engines, Principal Celestia and Sir Topham Hatt all fearful at first, then watched in astonishment at the shimmering sparkles. They were trying to combine the magic in this world with Lady's Gold Dust. But they didn't progress any further. Their stance remained unchanged. They just stood were they were, still building up energy fading and glowing off them. The three of them weren't enough. They needed more people connected to the magic to build more energy.

Twilight Sparkle and Spike looked at each other. Placing Spike back in her backpack, Twilight hangs it off her shoulders and ran up to the three friends. Everyone was shocked when they did. They weren't sure what She was doing. Twilight approaches Sunset Shimmer deep in concentration. She reaches for and grabs her right hand. As she does, the gold aura began covering Twilight and Spike and a blast of wind brushed against and blew off the ground. Joining hands with Sunset made the forceful wind stronger and the magic Gold Dust sparkle and shine brighter. It was then that at the Girls realized what they were doing, and how they can progress the growing magic even more.

Knowing what they had to do, the Girls ran up to their friends. The Engines were still confused though and were a bit to frightened and uncertain about what they're trying to accomplish to join them just yet.

Rainbow Dash ran up and grabbed Twilight's right hand. Then Fluttershy grabbed Rainbow Dashes, Applejack grabbed Fluttershy's, Rarity onto Applejack's, and finally Pinkie Pie onto Rarity's. The girls were all joined together being covered in the golden aura and increasing the wind's forceful push and breeze. To Twilight Sparkle's right were Rainbow Dash, Fluttershy, Applejack, Rarity, and Pinkie Pie, putting in every ounce of magical energy and combining their powers to the maximum. While their powers strongly increased, the breezy wind being an indication, it still wasn't enough.

The engines were wondering why nothing was happening. Something should be going on by this point at least. With the wind brushing against them, they too soon realized the increase of their power the moment Twilight and her friends joined hands with Thomas, Sunset and Lady. Some of the engines looked at each other with puzzlement. Until, Gordon takes the first leap and ran towards the others.

The wind was much more powerful now as it pushed against Gordon who battled his way to reach Lady by shielding his face from the robust blow and radiant light. Grabbing her hand, the Magical gold aura covers Gordon in it's mystical glow. Edward and Henry looked at each other. Though Henry was nervous, Edward grabbed his right hand and nodded reassuringly. Then the two made hast and battled through the thick windy breeze. Edward grabs Gordon's hand and the gold aura covers him and transfers over to Henry already held onto Edward's. Toby and James weren't far behind. Henry offers Toby to take his hand, which he does, followed by James who quickly clamps onto Toby's before the wind pulled him away. To Lady's left was Gordon, Edward, Henry, Toby, and James interlocking hands.

Now everyone was covered and beaming under the gold magic. The campus shook, bellowed, and brushed the ground with it's powerful wind reaching even Sir Topham Hatt, Emily and Celestia holding onto the Wondercolt Statue's base. Everyone present was together now, but still nothing happened. This confused some of the Engines and Girls examining each other. What where they missing? Who were they missing? Percy for one thing. But him being gone was something they had to work without. Their power can't be complete unless the whole gang's together. They were all at an impasse.

James examined everyone concentrating their best on building up their strength and energy. He looks over his shoulder to Sir Topham Hatt, Celestia, and Emily huddled together and observing them from a far by the statue's base. Sir Topham Hatt held Emily close to keep her from being swept up while keeping his top hat from flowing away as well. It was then that James realized who they were missing. They needed everyone present, everyone who's apart of the team. With one friend missing being the only exception, one more engine was needed to get them going. And that engine, upon looking back at James curiously, was Emily.

Fighting through the forceful wind, James tired stretching his left arm out and reached for Emily with an open palm while calling to her amidst the stormy gale.

"Emily! Take my hand!"

Emily was surprised. Through a split second of hesitation, she then immediately runs to all her friends, slipping through Sir Topham Hatt's fingers. Sir Topham Hatt's top hat blew off as he called out to Emily and tried running after her until something pulled him back. He looks over his shoulder and sees Principal Celestia grabbing him by the arm and shaking her head, indicating to let them go. Sir Topham Hatt stares nervously at all his engines. Instead of chasing after then, he remained standing where he was with Celestia and allowed everything to play out.

The wind being a lot stronger, Emily shielded her face while side stepping through the force of the now thick, howling storm. James' arm remained stretched out for her to take but didn't know how much longer he could hold for. Emily was inches away from James, hairs and clothing flapping in the gust. She tries reaching out for him, pushing against the murky wind pulling her arm back. But Emily pressed through. James strained the closer her hand hovered over his. Finally, latching onto his palm, James and Emily were joint by interlocking fingers.

Then, Thomas and everyone's bright, white tinted eyes shot open. With nearly everyone together, covered in sparkly golden aura, they finally had enough power. A loud, booming shockwave quaked and shook the ground. The wind stops sweeping then undulates against the surface beneath everyone. Suddenly, Thomas, Lady, Sunset, and everyone were lifted off the ground and began ascending slowly upwards, still interlocked with each other as they soared through the air.

Discord stopped laughing when his shadow reflected off the school and clattering wind chimes echoed in his ears. He turns around and gasped, shielding his face from the glaring light.

"Oh. That's not good."

The Magic Gold Dust beamed in its radiant, sparkling light. Determined and fully powered, everyone readied themselves for whatever comes next when they reach Discord's level all floating mid air. Wind chimes clattered, eyes glowed snow white, hair and clothes waved against the gentle gust. He couldn't believe what he was seeing. The whole gang was interlocking hands, glowing with Gold Dust, and powered both by it and the magic of this world. He had never seen magic used like this before. This was some kind of new power. He smirked, confident that perhaps he can influence it with his own.

"No matter. I'll just strip you all of your magic then we can-"

But as Discord snapped his fingers, nothing happened. They all remained floating and glaring at him with their bright tinted eyes. Nervously, Discord snaps his fingers again, and again, and again. But still their magic was intact. He couldn't do anything to the Engines or Girls. His magic didn't work on them anymore. He couldn't break them apart. But how could they if Lady's not on the Magic Railroad? He should still be able to use them on the Girls and Engines. They shouldn't be connected. But that's just it. They were connected now; fully powered and united. They were untouchable. Discord began to panic a little.

Growing annoyed, he generates blue flames from his claws and directs them at everyone. Fire soars towards Thomas and the rest, who shut their eyes and braced for impact. As If an invisible, spherical shaped barrier was protecting them, the blue fire roared and pressed against the imperceptible, impenetrable shield blowing off and by passing the whole gang completely onto the other side. The barrier then grew in size. Alternating from shrinking and growing, the shield expanded and pushed against Discord's flames. Then the magical barrier unleashed a shockwave expanding far and beyond sending out a golden wave of sparkles. The shockwave sends Discord hurling back and flipping round about in the air. Discord crashes through the school's large glass pane window shattering it all into shards and pieces. He leans up, dazed and confused, until he shook it off and glared at Thomas and the rest still protected by the golden light. He flies over and floated above them.

"How! How did you all even manage to defeat the Master of Chaos? And how can a measly little Tank Engine possibly posses," He gasped. "The Element of Magic?"

Thomas' glowing, snow white eyes glared back at him.

"You forgot one very important thing, Discord. Little engines can do big things. But with the Magic of Friendship,"

He looks back at his friends to his left and right, all glowing with glaring eyes as well. Then, with hands still linked, Thomas raises his arms proudly reaching the sky.

"We, can do anything!"

A beam of light then shoots up into the sky and pierced through the cotton candy clouds. Originating from the beam, a magical, golden aura spreads out and blankets the whole sky materializing outward and covering their atmosphere in a dome like lid across the city. The world beamed with bright gold as the magical energy shined down on everything in this world brighter than the sun itself. Descending back from the sky was a ray of rainbows streaking down directly at Discord shielding himself from the impending spectral. Discord, however, splits himself in half and dodges the rainbow streak. But Disord soon realized he wasn't who they were aiming for. Reattaching himself, he looks behind and sees the rainbow ray digging into the middle of the school's concrete campus ground.

What came next was a surprise even to him. The ground began to rumble and crack, breaking the entire courtyard into crevasses and splitting apart into giant bodies of rock. Then it began rotating from the middle and expanded outward. The center of the now spinning ground then sunk down the more the campus spun all the way until a visible, blue hole glowed out from the center of this body of swirling rock and rubble. As if the golden dome dampened all of his magic now, Discord's wings fail him as he plummets to the ground landing on his stomach with a thud. A strong pull glided against the gyrating concrete as well like a majestic breeze, and in that pull, Discord found himself being dragged in by it.

"Oh, no. No!"

Trying to get away, he could feel the whirlpool dragging him in through it's powerful suction. He fought against it, trying to crawl out and flailing his arms nervously to get away from the gyrating pool of cement. But it was much too strong. No matter how much he tried, he couldn't escape its strong suction, and now Discord was caught and descended closer and closer into the concrete whirlpool. He twirled about being tossed around against the spinning rubble, sinking deeper and deeper towards the bright blue core centered at the very bottom. There was nothing he could do now despite his continuing efforts to crawl out before he was completely sucked in.

Panicking even more, Discord realized soon that he reached the center core of the concrete whirlpool and spun around in an accelerated twirl. His lion arm reaching to the sky, a screaming Discord spun and whirled, being completely sucked in and sunk into the downdraft till he couldn't see the school, or the sparkling gold clouded skies anymore.

* * *

 **To Be Continued.**


	42. Chapter 40: Aftermath

**So, I'm not sure how much trouble I may get into by having a certain song included in this entry. But I'm willing to include it anyways until cautioned not to otherwise. You'll know what I mean at the end of the chapter. And yes, the lyrics were done differently on purpose. I'm well aware of what the original lyrics are, but I still felt like changing it. (I hope people liked the song I chose at least. Cause if not then I truly am walking on thin ice by having it here.) Any who, here's the second last chapter! Our heroes are still recovering from their final confrontation and the lost of a dear friend. What will it take to bring them back? Will Thomas and his friends ever see them again? Thank you and hope you liked the chapter. Read on and Enjoy!**

 **PS; I'm not entirely proud with how the last portion of this chapter turned out. So, for the sake of** **people who were expecting something different, or how minimum effort was put into it, the last section of paragraphs involving said song sequence is not technically Canon. But I'll leave it up to you whether or not it's worthy of such. And I'll edit a FEW things in future if I feel it needs to be.**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 40: Aftermath**

Half an hour pasted since Discord's defeat and harmony restored back to Canterlot High and Sodor. When the Girls and Engines combined their magic with Gold Dust, all the previously transformed town houses, stores, and other buildings reverted to normal, along with any other chaotic influence running a muck, which have now subsided and degenerated to how it was before Discord's magic populated the streets. Some locals were left confused, as they could've sworn the whole city was in a mess moments ago. After a beam of light covered the skies in gold, there wasn't anything out of place that altered the town's citizens and their environment anymore. Weirder still, it all felt more like a dream, one that everybody seemed to unanimously share.

Everyone at Canterlot High was working hard to clean up the mess. The Engines and Girls, with Sir Topham Hatt and Celestia supervising and assisting, went around making sure everything was truly back in order. Luna stayed inside the building to care for the students and faculty. Staff members did their best to supervise the students while Luna tended to the locals who hid inside during the whole commotion.

Bringing them back outside, Vice Principal Luna tried reassuring them the best she could despite their persistent questioning. Even with Principal Celestia arriving to check in on things they continue demanding answers. But the bystanders soon began calm, revealing to not even have any memory as to why they were inside the school to begin with. Luna and Celestia took advantage of this and convinced them otherwise. The authorities arrived at one point as to ask questions but eventually left after they were allowed to investigate the school inside and out; only to find nothing out of the ordinary.

* * *

Meanwhile, Lady walked to the middle courtyard and sat on both knees. To her surprise, she saw Burnett Stone's brass whistle still laying on the ground. She picks up and stares at it in her open palms. He must've given it to Thomas and Sunset during their trip to Muffle Mountain. This made Lady think about Burnett and how worried he must be for her. She gripped the whistle tightly in her hand and pressed it to her chest and softly spoke his name.

"Burnett."

After helping to clear the mess, the Engines all gathered together, still mourning the loss of their friend Percy, who was now stuck somewhere in another dimension. And with Discord gone as well, the only means they had to him back, there was no way for them to reach Percy. Sir Topham Hatt, Celestia and the Girls did their best to comfort them despite how shaken up they were themselves. Sunset looked over to Lady watching them lament only to turn away when she did.

Lady hung her head in shame, still hugging Burnett's brass whistle clutched in her hands. Sunset walked over to Lady, who got back up on her feet as she reached her. She noticed Lady lowering her arms to reveal the brass whistle in her now open palms.

"I guess Discord knew I wouldn't give up my magic so easily," Lady said. "He kept playing along to his own little game until we retaliated."

Both examined and heard faint clattering from the Gold Dust still left inside.

"So, what exactly happened to him again?" Sunset asked.

Lady lowered her arms. "Discord was sent back to where he came from. He won't be able to enter your world or Sodor ever again. We can be sure of that."

"And the gold, magical light filling the sky?"

"Must have been barrier that reshaped itself around your dimension."

"We did all that without you running the Magic Railroad?"

"I guess so," Lady shrugged. "Combining Gold Dust with this world's magic must have unlocked a dormant ability. I can still use my Magic to power things here without being on the tracks."

"That's sounds about right," Sunset said, stroking her chin. "Which also means no one will be taking over the Railroad anytime soon, seeing how you have a pretty extensive reach."

Lady grew more excited over the thought and possibility of this. Without her running the line, Sodor and other places connected wouldn't be able to remain standing. But now it would seem Lady can travel just about anywhere and still keep the plain of their existence alive and well.

"But I'm sure the expert herself would know for sure if that's the case," Sunset continued.

Caught off guard for a moment, Lady grinned bashfully.

"There's so such more to its power that I haven't discovered. Just a few years ago, I learned there are other worlds connected to the Magic Railroad. And since then, I've been trying to reach them using the Sparkles."

"Guess you could say their peak really is limitless," Sunset smiled, crossing her arms.

"Yes!" Lady nodded in agreement. "I mean, curing my amnesia? Who knew that would work?"

"Twilight Sparkle did for a start. We were just gonna wait for your memories came back," Sunset said, "until she studied the Sparkles herself and the effects they gave off. That's pretty much how we figured out Gold Dust would cure you."

The two looked over to her standing by the other Girls and Engines.

"Seems like you and your friends learned more about Gold Dust then even I could," Lady said.

Then their faces fell upon seeing them still broken up over what transpired prior to their victory. Lady started feeling overwhelmed again. She couldn't help but feel responsible for getting everyone corned by Diesel 10 to begin with.

Lady looks over to the Wondercolt Statue, and sees Thomas sitting on both knees by the portal to the Magic Railroad with his arm leaning on base's edges. She turns worriedly to his direction, then walks over to Thomas and sat next to him. Sunset stayed behind and kept her distance, however. Then she saw a glass jar with some Gold Dust inside by the Wondercolt Statue and goes over to investigate it.

* * *

Sitting to his right with knees to her side, Lady tried looking at Thomas, tilting her head to meet his face but found only dismay and grief. Thomas' head leans up and stares at the portal.

"Is there any way we can search for him?" He asked, looking back at her.

Penitent, Lady's eyes shut and shook her head.

"It would take to long,"

"But you can still try?" Thomas interrupted.

"I-I can, but. We don't even know where,"

Thomas sighed dejectedly, half expected this response. More so, Thomas knew he couldn't ask Lady to do all that for him. She was right. It would take to long and she wouldn't know where to start looking. Lady was worried for him though. So, she plucked up determination.

"I promise, I won't stop until I've searched every last world I can reach until I find him. It won't be easy, but since I'm the only one with the power to do so, then I'll use them to search for Percy."

Thomas perked up a skosh. "Thank you, Lady."

"After all you did to save me, It's the least I can do."

"It's everything. And if you're going, then so am I. We can find him together!"

"No, Thomas," She said, soothing his cheek. "You're needed on Sodor. Besides, you've done all you can already. Leave this to me."

Her hand slips away from is cheek as Thomas turns and hangs his head again. All he could think about was Percy disappearing though Discord's portal and taking Diesel 10 with him. Picturing it still made Thomas more upset.

"I know what he was trying to do. But, I wish he didn't." Tears began welling up in him again, "Now my best friend from Sodor is missing. Maybe forever."

Lady felt bad for him even more now. She looked over at Sunset, just as downhearted from hearing him say this. Lady could only explain their events in regards that'll make sense for him.

"I'm not saying it's a good thing, but there's nothing we could've done otherwise had Percy not done what he'd did."

"But, I'm sure there were other ways we could've stopped him," Thomas paused and wiped away a few tears.

With Thomas' eyes finally drying up, he started thinking what would've happened if Percy was with them, celebrating instead of grieving together. If Discord was still making things difficult even after Percy's banishment, there was a strong likely hood the odds would still be against Thomas and his friends. Their persistence would never end. Not unless something was done to end it completely.

"I guess, he really did give us a chance," Thomas remarked. "Percy must have known we would've come together. One way or another, we all ended up helping out in some way."

"Just like you promised," Lady mentioned.

There was a long pause. Her words dawned on him. Thomas did make that promise to him. And just like all his other commitments and undertaking, he fulfilled each one of them, achieving so with the help of his friends from CHS and Sodor. Thomas appeared glum while reflecting this. All this time he wanted to save Lady and his home. But now that he's accomplished so, all he wanted now was his best friend back. Lady tried changing the subject if only just to take his mind off the thought for a little while.

"Thomas? Thank you for saving me," She said, coyly. "I'm very happy you did, even thought I wasn't the easiest person to deal with."

"Only a tad," Thomas commented.

Lady scoffed a chuckle while shooting him a witty stare. Thomas allowed a subtle smile but quickly fell. She tried meeting his face again.

"Our worlds would've gone, I'd be gone, had you all given up on me."

"But we'd never do that," he said. "You needed us more than you knew, Lady. You needed someone to show who you are and what you're meant to be."

She smiled proudly. "And you did. Only true friends can bring out the best in you. And I'd say each and everyone one of us has done just that."

Lady winks at Sunset listening intently upon hearing this, like somehow this was related to her and Thomas in a way. Sunset smiled bashfully. Lady then placed her hand gently back on Thomas' cheek and directed his face to hers. Baring an empathetic smile, she reiterates something Lady once told Thomas during their first meeting.

"Helping each other, brings to life the magic in all of us."

Remembering that moment, Thomas finally smiled as both gazed happily at each other.

* * *

Sunset went back to fiddling with the jar of Gold Dust.

"You're gonna wanna brace yourself," She warned Lady.

Sunset reached inside and pressed her finger tips against the last scrap of Gold Dust clinging to the bottom and pulls them out to examine them. Instead of gravitating towards Lady, however, the clattering sparkles light up and floated in a thin stream off her fingers and into the the statues' base; towards the portal that led to Equestria. Splashing onto the surface, the portal began glowing and a rippling wave flowed. Sunset was surprised. Lady and Thomas were also alerted by the flowing, radiant base.

Suddenly, a girl came plowing through the portal with both arms shielding her face before flailing them about as she trips over herself.

"Whoa! Ooh."

Losing her balance, she bumps into Sunset Shimmer with a grunt and thud on the ground. Both laid on top of each other dazed and confused. Recovering, the girl leaned on both arms and stared at Sunset, whose eyes gape open and grinned upon seeing who bumped into her.

"Twilight?!"

Twilight Sparkle heard Sunset say her name and called back.

"Yes?"

But she turned only to see another girl who looked just like her leaning on top of Sunset.

The girl had the same violet eyes and pale, light orchid skin. She had the same long, dark sapphire hair with moderate purple and brilliant raspberry streaks, which flowed out instead of being tied up in a pony tail. She wore a light blue, buttoned blouse with a pink butterfly bow tie, a purple skirt with a printed, six-pointed sparkling pink star surrounded by five small white sparkles, and purple and black boots with pink socks and a diamond pattering.

The other girls looked over as well and gasped.

"Twilight!"

They all got up and ran towards Twilight and Sunset, getting back on their feet as they happily greeted the princess. Human Twilight was very confused and surprised. The Engines especially were just as surprised, sharing collective glances and wondering who that girl was suppose to be. It was apparent then that she must be the pony Twilight their Canterlot friends told them about. They got up and tried wrapping their heads around there being two Twilight Sparkles now.

Twilight Sparkle hugged her left arm sheepishly while watching her friends catch up with Princess Twilight, who happily answered some of their questions. They were overjoyed to see her, Sunset especially from her enthusiasm. Human Twilight's last encounter with her pony counterpart was a bit overwhelming to say the least. And she wasn't sure how to feel about her return. Regardless, she wanted to go up and be polite but felt that talking to herself still felt a little awkward. Her friends were eager to see their old friend again and she didn't want to interrupt their reunion, despite how left out it made her feel.

While talking among each other, Princess Twilight explained her awareness about recent events happening at CHS. How a shadow cast was tearing their dimensions apart, new visitors from another world entering theirs to search for and restore power to a magical engine, and Discord's involvement behind the ordeal. Principal Celestia and Sir Topham Hatt joined the group as well, also surprised to see two Twilight Sparkles.

"Twilight?" Celestia said.

"What on earth?" Sir Topham Hatt said.

She waved happily. "Um, Hi! Again."

Emily looked over at the human Twilight with confusion.

"But, aren't you suppose to be Twilight?"

"Um, yeah."

"Then who's that?"

"Uh. My, pony counterpart," She said, meekly.

Emily glanced at her with wide eyes. "Your what?!"

The Girls filled her in as well regarding their busy week to Twilight's curiosity. Pinkie Pie finished hugging Princess Twilight as she spoke up.

"Thank goodness I made it when I could. We've been trying to get the mirror working again for almost an hour after Ponyville was nearly torn apart by this weird, dark, shadow cast."

"Was it really spreading over in Equestria too?" Sunset said.

Princess Twilight nodded. The Girls looked worried. The magic's corruption nearly spread further then they thought.

"But," Fluttershy said. "Everything's fine now, right?"

"It is," She confirmed. "Weirdly enough, things kinda stopped once the skies were covered in this sparkly gold magic."

"Well that's mighty fine to hear," Applejack mentioned. "But, how in pigs pen did you know to come here after all that?"

"And how did you know Discord was involved?" Rarity asked.

"Twilight and I kept in touch after I wrote about our friends from Sodor," Sunset said.

"And I still have so many questions about where they came from," She said eagerly. "Now that I'm here, I can ask them about their universe and use that information to study the possibility of other worlds that are connected to ours!"

Sunset smiled while rolling her eyes and shaking her head. Twilight twirled her locks bashfully.

"Buut, that can wait." She stepped forward determinedly, "First, we gotta stop Discord from spreading his chaotic magic and-"

Stopping in her place, Twilight saw to her surprise that everything was back to normal as well. There was no sign of Discord or his magic misuse. Not even a speck of shadow was seen. Lady and Thomas stood up after sitting there and reeling in the weirdness of it all.

"Uh, sorry, Twilight," Rainbow Dash said. "But you're kinda late for the whole saving the world party."

"Which Is Too Bad!" Pinkie Pie said. "It Was A Really Fun Saving The World Party Too, Because We Defeated Discord And Saved The World From Being Destroyed!"

"Again."

The Girls proudly smiled at a bewildered Princess Twilight, who turned back and faced them.

"You girls took on Discord?! All by yourselves?"

"Well, we wouldn't say all by ourselves per say, Darling," Rarity said. "We did have help in the form of our new friends from over here."

Twilight looked to were Rarity directed and saw all the Engines grouped together.

"Fact is, if it for one of them," Applejack said. "We'd probably wouldn't been able to save our world."

The Girl's faces fell. Twilight didn't know what they meant at first until a dejected Sunset's arm wrapped around her shoulder. She soon felt the gloom looming over her as well.

"So then, Lady has her memory again?" Princess Twilight asked.

The girls nodded.

"And those are the engines you wrote about?"

They nodded again. All eyes were on the Engines now. They weren't sure why at first, until Princess Twilight approached and stood in front of the Engines gazing back with confusion. She examined each one of them before speaking.

"Thank you all for what you've done. From what I've heard, you've made a huge difference by being here. And a lot of friends too, which is just as wonderful."

"It was nothing," Edward said, modestly.

"But making new friends certainly was," Toby smiled to Edward.

"Of course, it was something," James boasted. "You should've seen us. We were brighter than the sun! There's no way that Discord fellow stood a chance once we were all together."

"We were rather glorious, wasn't I?" Gordon bragged too.

"I'm just glad we don't have to go through any of that ever again," Henry said.

Twilight chuckled a little. Some of the Engines rolled their eyes but still smiled over their praises. Princess Twilight then wore a stern face upon remembering something.

"Which one of you is Thomas?"

Surprised at first, the Engines then all pointed to Thomas and Lady still standing by the portal to the Magic Railroad. She turned and looked at Thomas, wearing a quizzical face upon seeing her and everyone's eyes now fixated on him.

Sharing a glance with Lady, Thomas then tentatively approached Princess Twilight Sparkle and met her face to face. She gave off a friendly, welcoming smile while overlapping her hand on top of the other. Thomas just stood with uncertainty. He never thought he'd ever get to meet Twilight's pony counterpart. From all the things he's heard of her through his Canterlot friends, she sounded very important. Coming back to this world must be a big deal. And low and behold, there she was standing in front of him, never breaking away her warm, sympathetic smile or expecting any sense of formality.

"So, you must be Thomas."

"I am. Are you, the Twilight Sparkle from Equestria?"

Twilight nodded cheerfully. "It's nice to finally meet you. You've had quite the busy week in this dimension, haven't you?"

"I guess? But, how do you know who I am?" Thomas asked.

"I may have written to her about you once or twice," Sunset explained, while tapping her satchel.

Thomas was surprised.

"And from what I gathered off her notes," Twilight explained. "You, Thomas, are a very kind and helpful little engine."

Thomas smiled modestly, but then just stood perplexedly while listening to Twilight talk.

"You and the others went through an awful lot of trouble to save Lady. But knowing you needed all your friends by your side, and displaying the courage needed to believe and embrace another side of them was ultimately how you prevailed over all odds. Not just with curing Lady's amnesia, but also in uniting everyone together from both universes."

"Did Sunset write about that too?" Thomas asked.

Sunset looked at Twilight suspiciously.

"Well, I know none of this could've been fixed by just one pon-err, I mean, person-engine, boy," Twilight chuckled, sheepishly. "But it does take one in order to unite everyone towards a common goal. And that's exactly what I'm seeing here."

"Wow," Thomas said, a little impressed. "You must be a really great princess to figure out all that."

"Noo," She said, bashfully. "I just know a little more now than I did about friendship to say so with certainty."

Human Twilight was a bit surprised when overhearing this. She figured Princess Twilight knew practically everything about Friendship, especially given her title. But just like her, she was still learning a lot about the concept. Were they really so similar? In a weird sense she secretly hoped not. Both only knew so much about friendship, even though it seemed to her that Princess Twilight knew a little bit more. But if even this Twilight still has lots to learn, perhaps that's one thing Human Twilight didn't mind sharing with her pony counterpart.

Thomas tried mustering a smile until his face fell again.

"You're right. I couldn't have done this without my friends. But, now my best friend is gone because of it."

"This is about Percy, isn't it?" Twilight sympathized.

Thomas nodded and brooded dejectedly to himself.

"His bravery brought everyone together to save our worlds," Princess Twilight surmised. "And he saved you from having to make a difficult choice. I can't imagine how you all must have felt after what he did."

He nearly teared up again but managed to kept his cool.

"Now he's somewhere far away. Lady promised to search for him. But," He paused. "I can't help but feel like we're never going to see Percy again."

Thomas buried his face in his palms. Twilight, Sunset, Lady and the rest were concerned. Sunset on the other hand, gazed at Princess Twilight quizzically.

"Wait. I didn't write about Percy disappearing."

* * *

Suddenly, the portal behind Thomas rippled and glowed. Twilight and Sunset looked behind Thomas then tried their best to keep themselves from smiling too much. Twilight grinned while Sunset eagerly bit her lip. The Engines and Girls, however, all beamed and gasped.

"Maybe he wasn't as far away as you thought," Twilight said, sweetly.

Thomas looked to the two girls. Still confused, he then looked over his shoulder after hearing his friends failing to hold back their excitement themselves now. Facing the statue base completely, Thomas couldn't believe what he saw. His jaw slowly hung and eyes gradually widened.

Sitting on all fours while searching his surroundings, was none other than Percy.

Thomas' smile grew larger than it ever did. A series of emotions flooded within him. Excitement, happiness, and absolute shock. Could it really be him?

After establishing his appearance and whereabouts, Percy noticed the first person staring back at him; that being his best friend. Percy went though a mix of emotions himself, mostly shock, followed by a nod and a gradual, cheerful smile. He truly was back in Canterlot High, where all his friends were waiting and wished for his return. The excitement and overwhelming countenance on Thomas' and everyone's face more than assured him of this. All Princess Twilight and the other Girls did was happily watch their reunion play out.

"Percy!" Thomas cried, then ran over to hug his best friend. "You're here! I can't believe it!"

Percy struggled to stand on two legs when he found himself caught in Thomas' embrace. Grabbing hold and hugging him back, the two friends chuckled happily as they held each other close. Thomas laid his cheek on Percy's head while his hand held the back, and Percy rested his head under Thomas' neck. The Girls awed while the Engines grinned with just as much ecstatic. Sir Topham Hatt beamed as well, along with Celestia, Lady, Sunset and Twilight; all overjoyed to see their friend and the two of them reunited once again. Thomas, never letting go of Percy, leans back to face him when their laughing settles down.

"But wait. Does that mean the portal you went into was really a portal to Equestria?"

Percy chuckled, "It sure was, Thomas! That's when Princess Twilight found me and worked real hard to get this magic mirror up and running again."

"Looks like it just needed an extra kick," Sunset said, showing Twilight the Gold Dust in her hand.

"And now you're back," Thomas said with serenity, and a few tears leaking down. "Oh, I missed you so much!"

Thomas brought Percy back in for another hug.

"I missed you too, Thomas!"

The two remained holding each other with pure bliss. Both wanted to know more about what went on during their separation. They were able to guess based on their current situation. But the two friends wanted to savor their reunion above all else, and continued hugging until finally letting go.

"Twilight," Thomas turned to her. "Thank you so much for bringing him back!"

"No problem," she beamed. "Seeing two good friends together again is a wonderful feeling to have."

Both Thomas and Percy nodded in agreement. And before they knew it, Pinkie Pie zoomed in out of nowhere and grabbed Percy, who now trapped under her tight hold with both cheeks pressed against each others.

"Oh, Percy!" She said, tearing up. "I-I'm So H-Happy You're Okay."

Percy, overwhelmed to see Pinkie again too, hugged her back. Pinkie Pie tried holding back her shower of cries after feeling Percy's arms wrapped around her to no avail. Feeling much better after letting it all out, Pinkie Pie then reached over and wrapped her arm around Thomas, pulling him towards them as she wrapped her other arm around Percy's neck and brought both in for a tighter hug.

"Aw! Group Hug!"

Still surprised by the revelation, nobody went over to join them. Her grin fading, Pinkie looked around confusingly.

"I SAID GROUP HUG!" She yelled, then sqees back to grinning.

All Percy did was grin while Pinkie's assertiveness caught Thomas off guard. Everyone muttered and quickly went over to join Thomas, Percy, and Pinkie Pie for one giant encirclement. Edward, Toby and the other Engines stepped in on Percy's side while Sunset, Princess Twilight and the other Girls on Thomas'. Sir Topham Hatt, James, Gordon, Henry, and Emily hugged each other behind Percy. Celestia, Rarity, Applejack, Fluttershy, and Rainbow Dash were behind Thomas. Human Twilight, holding onto Spike, stepped in next to Thomas and Sunset as they wrapped their arms around her. Everyone started laughing all the while trying to see how many of one another they can hold until they finally let go before nearly tripping over each other.

However, Sir Topham Hatt approached his engines once everything settled. He wore a stern face and spoke strictly.

"Right. Now with that all said and done, I think you all know where I'm about to go with this."

"Uh-oh," Thomas and Percy said to each other.

"You disobeyed orders, almost got yourselves and others hurt, and one of you was nearly trapped in another dimension all because you thought it a good idea to help your new friends face against very dangerous magic."

The Engines grew more anxious as Sir Topham Hatt continued laying out what they did. They stood meekly, already prepared for more of Sir Topham Hatt's scolding.

"And, because of that, you've managed to not only save our Railway, but also this world and possibly many more in the process."

The Engines began feeling awful for disobeying orders. A pause soon followed with Sir Topham Hatt glaring at all his engines. Nobody was sure what he was going to say next. Then, Sir Topham Hatt smiled.

"And, as your Railway controller, I couldn't be any prouder of my Engines for doing so."

Catching nearly everyone off guard, Thomas and the other Engines quickly puzzled what he meant and grinned, relieved and surprised to hear Sir Topham Hatt not scold, but praise his Engines. The Girls were relieved as well. Principal Celestia approached Sir Topham Hatt with his black top hat in hand.

"Almost had them there for a second, didn't you?" She smiled.

Offering it back to him, Sir Topham Hatt gratefully accepted his hat and placed it on his head, shooting Celestia a playful smirk.

* * *

All was calm again when the gang began asking even more questions. They had to explain to Sir Topham Hatt and Emily who Princess Twilight was and where she came from. Both were baffled to say the least, making most of the Girls and Engines snigger a bit over their reaction. The concept of different worlds and magic was confusing to process at first, but seeing most of it played out in just one day then having it explained submitted them to just accepting it as is, just as Thomas and the other engines have done.

"Wait, so if y'all found Percy there," Applejack said.

Princess Twilight finished, grimly. "We also found Diesel 10 with him. Let's just say he didn't get far. As of now, Princess Celestia will have him confined and locked up until further notice."

She then approached Sir Topham Hatt.

"He is technically an engine of yours. I'll leave it up to you what should be done with him. Just give me the word and I'll inform Princess Celestia back in Equestria."

Sir Topham Hatt stroked his chin. Some of the Girls and Engines shook heads and waved their arms frantically behind Twilight. They soon stopped as soon as she looks over at them trying to act casual.

"Hmm. You know what?" Sir Topham Hatt said. "I think some time in your world will be good for Diesel 10 to think about his actions. And, if he's ready to be really useful, we'll be more than happy to welcome him back with open arms."

Thomas, Sunset, Human Twilight and Percy shouted in unison.

"What?!"

Rainbow Dash scoffed. "Are you serious?"

"Even after everything he's done?" Rarity said.

"Sending him away was part of what caused all this," Sir Topham Hatt explained. "Perhaps if I'd only listened to Diesel 10 and treated other diesels properly in the first place, then maybe we wouldn't be here."

"Yeah. We wouldn't," Lady said, earnestly.

"Uh? Oh, my apologies. I forgotten how many new friends you've all made."

The Engines and Girls shared a few glances when realizing this. How differently would things have been had Sir Topham Hatt not send Diesel 10 away to be scrapped? Thomas nor his friends would've never gone over to CHS and made friends with the Girls. Lady would've never met the CMC. And none of them would've learned the valuable lessons they learned over the course of their visit. They couldn't help imagine never meeting their friends at CHS. Then again, would Diesel 10 still undertake his job to begin with? Would he have been less cruel and more inclined to redeem himself if he wasn't sent away?

"But, Sir. You do treat diesels properly," Thomas said.

"Diesel 10 was just being delusional," Human Twilight said.

"You do know he tried destroying you and yer railway, right?" Applejack said. "Aren't you worried he'll try and go after everyone again?"

Sir Topham Hatt sighed. "I will, yes. But, I never should've sent him away to begin with. Like it or not, Sodor is where he belongs. And If keeping Diesel 10 on Sodor is the best way to safeguard these other worlds, then I guess my Railway is the place to do so."

"Are you sure about this, Sir Topham?" Principal Celestia asked.

"I am." He then turned to Thomas and the other engines. "Seeing how all my engines showed no issue in handling Diesel 10, I trust they'll do their part in keeping an eye on him, and ensure that everything stays running smoothly on my Railway should I allow him to return."

Thomas and the other Engines beamed. Sir Topham Hatt now trusted his engines to keep the Island safe if Diesel 10 ever does return. Everyone felt proud.

"Don't forget being right on time!" Percy chuckled.

Everyone else chuckled too.

He turned to Twilight. "So, tell your Princess that Diesel 10 shall remain where he is. He's only to come back once he feels ready to be apart of the Railway once more."

Sunset Shimmer was confused at first. "But, wouldn't you have to-"

Sir Topham Hatt finished for her. "Meet up back here to inform one another of such? Why, yes. In deed we would."

"Wait," Thomas said. "Does that mean?"

Sir Topham Hatt grinned and finished for them again. "It means, all my Engines are more than welcome to visit their friends at Canterlot High School anytime they please."

Overjoyed, the Engines and Girls jumped and cheered with some hugging each other. The Engines can now visit CHS whenever they wanted. Celestia nodded proudly at Sir Topham Hatt. He smiled back until speaking again.

"Ah, ah. But, not too often," He specified. "We still have a railway to run after all. I can't have my engines dropping everything they're doing and running off all the time to visit their friends. That being said, I only ask that you inform me this time when you do, so we can arrange a proper time and date."

Everyone was still excited but understood his orders loud and clear; especially Henry and Fluttershy.

"So, if we can visit Canterlot whenever we like now," Henry said to Fluttershy. "Does that mean you and the others can visit Sodor too?"

The two looked to Sir Topham Hatt. He gazed over at them as well then nodded happily. Henry and Fluttershy gasped and shared looks of excitement.

"We can go to your forest now!" Fluttershy said.

"Hooray!" Henry said. "This is the best day ever!"

"You Said It!" Pinkie chimed in.

"Even though I probably could just make a set of tracks to Equestria," Lady whispered to Thomas. "I'll keep that bit of info to myself."

"Thank you, Lady," He whispered back, gratefully.

"Now if only Discord would have some kind of actual punishment," James said.

"Trust me," Princess Twilight said, sternly. "He'll be hearing a lot from myself and Princess Celestia on this matter. Discord will have a lot of explaining to do once I get back."

"So much for being reformed I guess," Spike commented.

"But he is... More or less. I'm sure once we talk it out, we can work around finding ways for Discord to amend his mistakes."

"Are You Kidding?" Pinkie said. "He Would Have To Save ALLL Of Equestria In Order To Make Up For What He Did. And Not Just The Kingdom Itself, But Also Every Pony From Being Abducted By Magic Hungry Creatures Who Can Disguise Themselves And Make It Look Like It's Really Them When Really It Not!"

"That sounded oddly specific," said a perplexed Emily.

"They usually are," Human Twilight said, casually.

"At least Discord sent me to Equestria," Percy admitted. "If he was really all that bad, he would've had the portal take me somewhere else. Maybe he knew I'd find my way back to everyone with Twilight's help."

"Yes. Those were my thought's exactly," Princess Twilight smiled.

"Then," Thomas said. "He really was looking out for us?"

"In his own twisted way, maybe," Applejack said.

"So that's it?" Rainbow Dash said. "He gets off the hook with just a slap on the wrist?"

"It'll be more than that should I tell Fluttershy from my world about it," Princes Twilight teased.

Rainbow Dash shrugged, not knowing if that's severe enough or not.

"Close enough," Sunset said.

After sharing a light chuckle, the gang began wondering what to do next. Lady's back, Discord and Diesel 10 have been defeated, and things are looking like how they should once again.

"Well," Lady spoke. "Seems like everything's nearly back to normal. But everywhere else could be falling apart still. I have to get back to the Magic Railroad and fix everything."

"Oh, right," Thomas remembered. "We still have to bring you home!"

"And I'm sure your railway needs its engines back too," Celestia said to Sir Topham Hatt.

"Does this mean," Percy spoke meekly, "We have to say goodbye now?"

The Engines and Girls were all shocked. Was it really time to say goodbye already? Now that they succeed with their mission, there's no reason for Sir Topham Hat and his engines to be here. Everyone's hearts sank upon realizing this.

"Um, right," Sir said. "I suppose we ought to be doing that then."

Hesitating for a moment, Henry spoke up. "But, I don't want to go home just yet."

"Me neither," James said.

"Or me," Gordon said.

Emily, Toby, Edward, Percy and Thomas all agreed too.

"What's this?" Sir Topham Hatt said. "None of you want to leave just yet?"

The Engines shook their heads. Sir Topham Hatt stroked his chin to ponder over this suggestion. He looked over the Magic Railroad portal.

"Well, I suppose if Lady's fixing the Railway," He stared at his engines, waiting with anticipation. "Would you all like to stay a little longer?"

"Can we?!" They said grinning in unison.

He smiled. "Very well! Let's all stay in Canterlot High for a little while longer."

The Engines and Girls were excited. Sir Topham Hatt and Celestia both smiled while watching the teens laugh and talk about what they could do now with the extra time they have.

"This is great!" Percy said to Pinkie Pie. "Now we can continue our party."

"I Know! Now That We've Actually Rescued Lady, Our 'Rescuing Lady & Our Universeses From Certain Doom Celebratory Celebration' Party Will Be An Even Bigger And Celebratory Celebration!" Pinkie Pie squealed, eagerly. "This Is Gonna Be So Much Fun!"

"In that case," Celestia suggested. "Why don't we invite the whole school to the gymnasium and hold a grand celebration in honor of our victory!"

Everyone eagerly agreed.

"That's very sweet of you all," Lady said, gratefully. "I wish I could join, but, you know."

"Why can't you come, Lady?" Thomas asked.

She didn't say anything and only darted her eyes at random spots while her arms pressed against her chest.

"Actually," Princess Twilight interrupted and approach her. "Equestria was pretty much back to normal after that gold magic appeared in the sky. Maybe things back in your world are holding up a lot better now as well?"

Lady rubbed her head sheepishly. "I don't know. Maybe I should run the Railroad still. Just to be sure."

"I think that's the right call," Human Twilight said. "Besides, it is gonna take a while to set everything up if we're inviting the whole school."

Sunset chimed in. "And by the time she's done fixing everything, Lady can join the party after we've finished setting things up. It'll almost kinda be like a surprise party just for you!"

"Without the surprise of course," Edward said.

"You really think I should?" She said, with pressed forearms. "You'd do all that just so I can be apart of the celebration?"

Pinkie Pie popped up beside Lady and wrapped her arms around her.

"Of Course, We Would, Silly! It Wouldn't Be A Party If The Lady In our Rescuing Lady & Our Universeses From Certain Doom Celebratory Celebration Party Wasn't There."

"And there's still three friends of yours who weren't given a proper goodbye yet," Thomas imputed. "They'll want to see you before we all have to leave soon."

Pinkie let's go, leaving Lady feeling nothing but gratitude, and even a wave of tears building up a little.

"Thank you. All of you. That means so much to me. Soon as I'm done running the line, I'll join all of you inside for the celebratory," Lady paused, forgetting the name of the party. "Eh, get, together, party thing!"

"Good. Because we won't just be celebrating your rescue," Thomas said.

"We won't?" Percy said. "What else is there to celebrate?"

"How about having good friends like you for a start," Thomas added while wrapping his arm around Percy. "And not just a friend, but as one of the best friends I could ever ask for."

Percy beamed with delight. The Engines and Girls couldn't keep their excitement at bay over the thought of how big their party was going to be. The Engines and Girls then headed back inside the school while Lady gazed over to the portal in the statue's base.

* * *

Inside the Magic Railroad, Lady chuffed down the very dim, very thorny tunnel of branches covering the line in all its grimness. Coming to a stop and sighing to herself, Lady looked down at her buffers then at the track a head of her, nearly blocked off by the excess vines and plant life surrounding the line.

"Good to be back."

Flashes of memories riffled through her thoughts. Memories of her time spent with Apple Bloom, Scootaloo, and Sweetie Belle. From the moment they met to forming the CMC and all the things they've done as a club. Trying different sports, baking, boulder climbing, singing, beauty, sleepovers, and make-up. They were times when Lady felt down, sad, alone, distant, and suspicious of everything. But while all that was going on, the CMC were there to lift her spirits. They may not have been the ones to help her realize who she is, but they still played a very important part none the less during her time of stress and fear. And they did so, by being Lady's friend.

Remembering all this, Lady knew she had to finish up quick so she can be with the CMC one last time before they part ways. She smiled and plucked up determination.

"Let's get you up and running again."

Blowing off steam and tooting her whistle, Lady then charged along the dark tracks while giving off a shower of glistening Gold Dust sprinkling in her wake. The remnants of Sparkles left behind shimmered, clattered, and shined as they bring light back to the golden tracks. The thorny tunnel gradually disappears, wilting and shrinking away, allowing small glimmers of light to shine pass through the once thick passageway of wood branches and vines. Lady laughed all the while, having more fun than she thought while watching her magic do their work and already seeing a huge difference to how it was minutes ago. Still charging with a small tide of Gold Dust showering the tracks behind her, the thorny tunnel was now gone, and the Magic Railroad was open once again to the bright and beautiful landscapes that surrounded the tracks in it's beaming grasslands, tall, snowy mountains, and lakes and ponds that glistened off their own magical light against the warm, shiny sun and cool breezy wind. The tracks themselves became bright as gold once again too and gleamed in it's sparkled covered glory. The land was back to looking mystical, just as it always has been.

Lady almost couldn't believe her eyes. She had forgotten how beautiful her railway was. Seeing it now back to it's full serenity, Lady couldn't be anymore happier and glad that her friends helped her realize who she is. It was important to bring balance and harmony back to the universe above all else. But Lady was more grateful to behold this amazing spectacle of a land and how true it's breath-taking sight was something that was worth protecting.

* * *

The whole school gathered in the gymnasium to find everything decorated with streamers, balloons, and banners that hung all over the walls and ceiling. There were tables with snacks and punch bowls with various cups and A DJ booth with bass speakers hung above it. Everyone was curious and excited by the decorations. Some were still shaken up by the last few hours and didn't know how to feel. All students were present, including Trixie, Derpy, Sandalwood, Micro Chips, Flash Sentry, Lyra Heartstrings, Sweetie Drops, and plenty more students who were rescued by the Girls and Engines during the chaotic outbreak. Lady had finally arrived as well too. The CMC spotted Lady and ran up to hug her.

With everyone now in the gymnasium, Principal Celestia walked onto the middle stage while holding a microphone and explained to all the students and staff present about the events before. She went on about how their world was once again a target of magic meddling, that Mystic Sprinkles, who was actually a magical train called Lady, was sought after by two mischief makers who wanted her power for themselves, and the Girls usually responsible for combating these dark forces managed to succeed in defeating them once again with the aid of a few new friends.

Celestia revealed that this gathering was to celebrate their momentous victory for not only saving their school, but many other places beyond. She also announced that the Rainbooms were to kick things off with a new song they and the Engines came up with; One that Thomas was inspired to make after the Girls taught him a dance routine of their own.

As Celestia walked off stage, the crowed cheered when the curtains unveiled the Rainbooms with all their band equipment set up. They started off slow, with Fluttershy on the tambourine and Pinkie Pie on the cymbals. Then Rarity tuned in with her Keytar, playing a consistent beat until building up a louder and higher tone. Reaching the high point, Rainbow Dash and Applejack join in with their electric guitar and bass and kicked off the song. The party had officially begun!

* * *

Thomas and his Friends excitedly ran on stage and stood next to each of their. Thomas stood next to Sunset Shimmer, Percy next to Pinkie Pie, Gordon with Rainbow Dash, James with Rarity, Henry with Fluttershy, Toby with Applejack, and Edward, holding Spike, with Twilight Sparkle.

[ _The Rainboom's music instrumented a light, upbeat, and dance sounding tone on their guitars, keytars, bass, drums and tambourine, with a few amplifications and sound remixes added by DJ Pon-3 at her DJ booth. A giant disco ball supported above the court shined down on everything. Thomas held a microphone and stood center stage in front of the entire crowd of students and began singing their song._ ]

 **Thomas:** "Everybody's due for a brand-new dance now."

 **Rainbooms:** "Come on baby, do the Loco-motion."

 **Thomas:** "I know you'll get to like it if you give it a chance now."

 **Rainbooms:** "Come on baby, do the Loco-motion."

[ _The other engines danced next to the Rainbooms while Thomas continued singing and waving his arms out towards his friends then at the crowd._ ]

 **Thomas:** "All of my best friends can do it with ease."

"It's easier than learning your A B C's."

"So, come on, come on. Do the Loco-motion with me."

[ _Everyone in the crowd was loving the beat so far. Thomas placed both hands on his hips and swayed them left and right._ ]

"You gotta swing your hips now."

[ _The rest of the students copied and tried swinging their hips as well. After Thomas called out, he leaped up and jumped in the air along with the Rainbooms and Engines all matching their movements in sync. Students did the same as instructed. Then Thomas and his friends on stage leaped backwards, as does the students following their routine._ ]

"Come on, everyone!" Thomas said.

 **Thomas:** "Jump up!"

 **Rainbooms & Engines:** "Jump up."

"Jump back."

"Jump back."

[ _Thomas pointed out to the crowd while rocking his hips outward and back._ ]

 **Thomas:** "Seems to me like you've got the knack!"

 **Rainbooms:** "Ah-oh, ah-oh."

[ _The entire gymnasium was now boosting with students dancing along to the Rainboom's music while also adding in their own spin. Some clapped to the beat, zig zagged, side stepped, shoulder dropped, twirled and spun. All in rhythm with each other and the music playing._ ]

 **Thomas:** "Now that you can do it let's make a chain now."

 **Rainbooms:** "Come on baby, do the Loco-motion."

[ _Thomas jumped down from the stage and started rocking his arms in a v shape forwards and backwards with closed fist. The Rainbooms and Engines were having a blast all the while, even though some of the Engines didn't know how to dance properly. ost of the them, aside from Percy and James ambitiously trying different dance steps and looking rather silly, kept their dancing to a minimum of foot tapping and body rocking._ ]

 **Thomas:** "A-chug-a-chug-a motion like a railroad train now."

 **Rainboooms:** "Come on baby, do the Loco-motion."

[He _walked into the crowd of happy, dancing students still rocking his arms forward and back until he stopped to wave his finger at some of them. Thomas swirled around seamlessly then stopped with a firm foot and waved his left arm high in the air almost directly pointing his open palm at the headlights._ ]

 **Thomas:** "Do it nice and easy now but don't lose control."

"A little bit of rhythm takes a lot of soul."

[ _Thomas went back to doing his dance again with everyone repeating the same steps. Lady and the CMC danced together, with Sweeite Belle and Lady gripping each other's hands and twirling around. Then let go to wave their arms about and move their feet._ ]

"So, come on, come on. Do the Loco-motion with me."

[ _The Girls sung in their microphones together in harmony behind Thomas' leading vocals. The Engines who weren't dancing that much soon tried doing different dance moves themselve by making up their own or mimicking the song's, also looking rather silly. The court was jumping with Thomas and CHS students bouncing about to the beat._ ]

 **Rainbooms:** "Oh, Yeah! Ah ooh."

 **Thomas:** "Do the Loco-motion."

 **Rainbooms:** "Do, the Lo-comotion." **Thomas:** "Do The Loco-motion!"

 **Everyone:** "Yay, yay, yay, yeah!"

[ _Thomas had a trail of people tailed behind him also waving their arms forward and back with enclosed fist and stepping onward while bouncing to the rhythm of the song. Lady, Apple Bloom, Scootaloo, Sweetie Belle and Princess Twilight were one of many who were lined up right behind Thomas strolling in the loco-motion._ ]

 **Thomas:** "Move around the floor in a Loco-motion."

 **Rainbooms:** "Come on baby, do the Loco-motion."

[ _The Engines jumped down off the stage too and joined the other students. As instructed, they grabbed one another's hands. Then formed their own line up of students strolling rhythmically across the court. The Engines and a few students lead one side while more students from Canterlot High lead the other._

 _Percy, Gordon, Henry, James, Toby, Edward and Emily were on one side. While Trixie, Snips, Snails, Octavia Melody, Lyra, Sweetie Drops, and Flash Sentry were on the other. All teens swayed each other's arms forward and back in a similar motion to the line Thomas led._ ]

 **Thomas:** "Do it holding hands once you get the notion."

 **Rainbooms:** "Come on baby, do the Loco-motion."

[ _Thomas, Lady and the CMC proudly continued strolling with bent arms rocking, closed eyes and beaming grins. Eventually, Thomas deviated from the trail and allowed Lady to lead the train as he stared back at her, both smiling to each other while Thomas stretched his arms out._ ]

 **Thomas:** "There's never been a dance step so easy to do."

"It even makes you happy when if feeling blue."

[ _The students all paused their dancing to shout out with the Rainbooms and Engines. Thomas continued showing off the dance routine again by swinging his hips._ ]

 **Rainbooms and Engines:** "So come on, come on. Do the Loco-motion with me."

 **Thomas:** "You gotta swing your hips now."

 **Rainbooms:** "Ah oooh."

"Now, everyone!" Thomas shouted.

[ _The Rainbooms, Engines, and every student on the court jumped up then back while eagerly joining in on the song._ ]

 **Rainbooms & Engines:** "Jump up!"

 **CHS Students:** "Jump up!"

"Jump Back!"

"Jump back!"

 **CHS Students:** "Seems to me like we've got the knack!"

[ _Back on stage, Thomas continued the song while dancing next to the Rainbooms, also enjoying themselves as they passionately played their instruments. Princess Twilight jumped on stage too, with a mic in hand, and join in with Thomas ecstatically singing the rest of the song with him._

 _The court was filled with dancing and singing students. Gordon, James and Henry danced beside Sandalwood, Micro Chips, Lyra and Sweetie Drops. Percy and Toby beside Derpy and Big McIntosh. Edward and Emily beside Princess Twilight_ _and_ _Flash Sentry over by DJ Pon-3's sound station. And Lady danced with the CMC, having the time of their lives and laughing away under the upbeat music._ ]

 **Rainbooms:** "Ah-oh, ah-oh."

 **Thomas & Princess Twilight: **"Everybody's due for a brand-new dance now."

 **Rainbooms:** "Come on baby, do the Loco-motion."

 **Thomas & Princess Twilight:** "I know you'll get to like it if you give it a chance now."

 **Rainbooms:** "Come on baby, do the Loco-motion."

 **Thomas & Princess Twilight:** "Do it nice and easy now, but don't lose control."

"Just getting up and moving takes a lot of soul."

[ _Thomas went in with the big send off with all his friends singing with and students cheering for the big encore._ ]

 **Rainbooms & Engines:** "So, come on, come on."

 **Thomas & Princess Twilight:** "Doo the Loco-motion."

 **Rainbooms & Engines:** "Come on, Come on."

 **Thomas & Princess Twilight** **:** "Doo the Loco-motion."

 **Rainbooms & Engines:** "Come on, Come on!"

 **Thomas & Princess Twilight** **:** "Doo the Loco-motion with me!"

[ _The song nearly coming to a close, Thomas, the Rainbooms, the Engines, and everyone in the gymnasium finished off by clapping their hands, pausing between each beat then clapping again._ ]

 **Everyone:** "The Loco-motion!"

"Come on, come on."

"The Loco-motion!"

"Come on, come on."

"The Loco-motion!"

"Come on, come on."

"The Loco-motion!"

[ _Everyone was clapping along now. The Rainbooms; Sunset Shimmer, Twilight Sparkle, Spike, Fluttershy, Rainbow Dash, Applejack, Pinkie Pie, Rarity, and Princess Twilight Sparkle. Thomas, Percy, James, Gordon, Henry, Toby, Edward, Emily, and Sir Topham Hatt. Lady, Apple Bloom, Sweetie Belle, and Scootaloo. Even some staff members, including Principal Celestia and Vice Principal Luna joined in. Each and every one clapped together as they sing along till the singing stopped._ ]

 **Everyone:** "Come on, come on!"

 **Thomas & Princess Twilight:** "Doo the Loco-motion."

"Come on, come on!"

"Doo the Loco-motion."

"Come on, come on!"

"Doo the Loco-motion."

"Come on, come on!"

 **Princess Twilight:** "Do the Loco-motion with me."

[ _And with that, the song came to an end with the Rainbooms strumming and waving their instruments. The gymnasium was an uproar of applause and cheers. Through the excited cries were faint jingles of the Rainbooms closing out completely, until nothing was heard other than the Girls, Engines, and every student celebrating a truly eventful day, and a wonderful party they continued having until it's end._ ]

* * *

 **To Be Continued.**

* * *

 ** _Music/Lyrics Used:_ "The Locomotion** **"** **From Thomas & The Magic Railroad.**

 ** _Composers:_ Atomic Kitten (Original Cover Singer) **

**_Original Composers:_ Little Eva, Gerry Goffin and Carole King (Original Songwriters)**

 _ **Copyright**_ ** _Ownership (Atomic Kitten Cover):_ Destination Films, 2000 ****Unforscene Music Ltd. / Nettwerk Productions.**

 _ **Copyright Ownership ("The Loco-Motion"**_ ** _):_ Sony/ATV Music Publishing LLC,** **Dimension Records 1000, N** **evins-Kirshner Assoc. Inc., Mushroom Records (Kylie Minogue Cover)**


	43. Chapter 41: Harmony & Balance

**First things first, I want to thank everyone who stuck around for this long and giving this story the passion I never expected to see starting out back in September of 2017. That's right, I've been doing this for almost a year, and now we've come to the end of our story. An ending which, I'm going to be honest, after reading some of the reviews on the last chapter, is one people are either going to love or find very dissatisfying. And you know what? I'm perfectly fine with whatever impact this last chapter will have on the reader, because I at least managed to finish this whole story all the way, something i never thought i'd get to say. More on that will be posted on my profile. As well as a few questions I'd like to ask everyone regarding a sequel. So pay attention for that. Until then, if I were to make a full, follow up story to this, what would you all like to see in terms of characters (specifically villains), situations, etc. Only suggestions please. I have a some what decent idea for a sequel I'd be willing to explore. But until I hear what all of you think, it's still just an idea.**

 **Thank you all very much for joining me on this ride. I hope you enjoy the chapter. Read on and enjoy!**

* * *

 **Thomas & Equestria Girls:  
Welcome To Canterlot High  
**

 **Chapter 41: Harmony & Balance**

It was time for the Engines and Girls to say their goodbyes. That evening, with the sun setting in the distance, everyone gathered around the Wondercolt Statue near the portal leading to the Magic Railroad. Apple Bloom, Scootaloo, and Sweetie Belle joined the gang outside to see Thomas and his friends off as well. But most importantly to say their goodbyes to Lady, who they joined with and chatted amongst themselves, catching her up on other events Lady may not have been aware of while she was losing her memory. Princess Twilight was the first one who had to leave. She went around saying her farewells not only to her friends but also even the Engines, whom she began asking questions to about their world and what they do there. Fluttershy approached Lady and told her and everyone about Splatter & Dodge, to which some were aware about in terms of what happened to them during the whole commotion. After explaining what she saw them to, Lady promised, Fluttershy that she'd try and see if she can look for them.

Gathering all the information needed, as well as getting to know some of them a little, Princess Twilight Sparkle approached Sunset Shimmer.

"I better start heading back too," She said. "Princess Celestia will want to hear what I've learned about this other world."

"Sounds great, Twilight. Can't wait to hear what you've uncovered."

"Me too! But, I only wish I had more info to study how Sodor connects with this world and how our dimensions are sustained through magical glitter."

Overhearing the two, Lady then thought of something.

"Sweetie Belle," She turned to her. "May I see your jar?"

Agreeing, Sweetie Belle happily hands her the glass jar. Lady opens the lid then held her hand above it. Whimsical wind chimes and clattering, sparkling Gold Dust builds up on her open palm, making a small and almost over piling mountain of Sparkles that gleamed and shined radiantly off her hand. With a gentle tilt over the lid, Lady pours what seemed like a never-ending stream of Gold Dust into the jar and filling it up all the way. Before doing anything with it, she asks permission to keep the jar from the CMC staring admirably at the glistening jar.

"You don't mind, do you?"

Confused by what she meant at first, Sweetie Belle, Scootaloo and Apple Bloom nodded in approval. Closing the jar, Lady then walks over to Princess Twilight, whose attention shifts to her after exchanging hugs with Sunset Shimmer.

"You seem pretty interested in my magic," Lady stated, offering her the jar. "So, if you'd like, I'd be more than happy to share some with you, in hopes it'll benefit your research in a way."

Twilight gladly accepts it and examines the shimmering Gold Dust closely from in side the glass jar.

"Thank you, Lady."

Lady beamed happily with her hands overlapping each other. Twilight turned to Sunset one last time.

"Until next time," she said.

"Hopefully not when it's an emergency," Sunset joked.

Twilight giggled. "That would be a nice change."

"It would. But then again, that's not who we are."

"Exactly. Our friend's lives are more exciting than ever after you brought Equestrian magic into their world," Twilight said motioning to the other Girls.

Sunset turned to her after staring back at her friends and happily agreed.

"After all this, I'm sure they feel the same."

Finishing their small talk, Twilight turns and shifts back while walking away to wave at Sunset.

"Anyway, I'll see you around."

"Yeah. See you, Princess," Sunset waved back.

With that, Princess Twilight takes the glass jar of spare Gold Dust and walked towards the portal to Equestria. Everyone else said goodbye as well upon seeing her waving and seeping half way through the Wondercolt Statue's base. The Engines and Girls waved back before Princess Twilight seeps through the portal completely and returns back to her home in Equestria.

* * *

Sunset looked around the courtyard at all of her friends talking to one another, looking for someone specific she needed to speak with. While Percy was busy talking to Pinkie Pie, he turns around and see's Sunset Shimmer now standing in front of him with her arms crossed. Pinkie Pie simply went off to stark up another conversation with someone and allowed the two of them talk alone.

"Oh. Hello, Sunset," Percy said. "Did you come to say goodbye to me as well?"

She nodded. "Mostly just to check up on you. We were all really worried after what you did. Having you with us again makes me glad to see you're okay."

Percy felt bad for everyone thinking he was gone but then faced her again when she finished reassuring him. Sunset then rubbed her neck.

"There's also something I've been meaning to ask."

"What's that?"

"You weren't jealous of me and Thomas being friends, were you?"

Percy was caught off guard. He didn't suspect that Sunset was aware of his begrudging attitude towards the two of them and chuckled nervously.

"What? Me? Jealous… No."

Sunset wasn't buying it though. Percy's face fell.

"Maybe a little."

"But, why? Was it something I did?"

"No. Well…" Percy sighed quietly. "No."

"Then what is it? Maybe I can help."

Percy didn't quite know how to respond. Instead he simply explained how he's been feeling about her and Thomas being much closer friends then him and Percy were. And being labeled his Sodor best friend bothered him a little. He also explained concerns about being replaced, that because Sunset was much smarter and daring than he was, she would soon end up becoming Thomas' only best friend. He mentioned his fear of losing Thomas to her if that happened. Sunset didn't know what to make of his reasoning. It didn't make much sense. But she could tell just by looking at him that he was a bit broken up about it and wanted to do something to resolve this misunderstanding.

As much as the reality of Thomas going back home tugged at her stomach, Sunset still had to tell it as it is to prove a point. Percy felt silly as Sunset sternly lectured him.

"I find it really hard to believe Thomas would abandon you over someone he won't be seeing much of apposed to you or the others."

"Well, when you put it that way, it does seem rather silly."

"But you know that's not true now, right?"

Percy nodded reluctantly. Then he peered behind Sunset to see Thomas with Princess Twilight and Lady talking amongst each other.

"Thomas did really miss me," He said matter of facted.

"He was devastated after what happened to you," Sunset said bluntly.

"He was?"

"We all were."

It became apparent to Percy now more than before what affect his actions had. Still feeling sympathetic and comprehensive, Sunset knelt down and rested her hand on Percy's shoulder.

"Thomas would never replace you for anyone. But he also has room for all kinds of friends. You and I are just special enough to be his very best," She smirked. "And there's nothing wrong with that."

Percy's eyes stared shamefully at random spots as she talked.

"Maybe if you'd just told Thomas this in the first place, you wouldn't have felt so left out. I know you didn't want to upset him, but it wasn't worth it at the expense of making yourself upset over nothing."

After letting it sink in, Percy looks back at her while rubbing the back of his head.

"You're right. I'm so sorry, Sunset. I guess I haven't really been open about it. I especially wasn't the nicest towards you."

"You weren't? When was that?"

Percy chuckled sheepishly. "Um, behind your back."

Sunset glared at Percy, who quickly regretted admitting this out loud and felt terrible for feeling so in the first place.

"I really am sorry."

Sunset became nonchalant.

"It's fine," She said casually. "Least you know better now."

"I really do. Thank you, Sunset. You and Twilight must really know a lot about friendship."

"More than we wish. And since we're on the topic, I guess I should've approached you about this sooner the second I noticed. How about we just let by gones be by gones and move on?"

Percy nodded as she stood back up. Although he was glad to have things resolved, Percy still felt ashamed and afraid for some reason. He tapped the tips of his index fingers together.

"Still. Is there any way I can make up for it?"

Stroking her chin for no more than a few seconds, Sunset came up with a way and smiled amiably at Percy.

"Would you feel better if we become best friends?"

A bit surprised at first, Percy smiled gratefully and nodded. Then Sunset playfully ruffled a giggling Percy's hair, solidifying their new friendship. They looked over to Thomas still talking with the other Engines and Girls. After finishing up, Thomas then walked over to Percy and Sunset next. Sunset became nervous however. She looked back a Percy with a worried glance. He became worried too upon seeing her.

"What's wrong, Sunset?" Percy asked.

"Percy, Sunset!" Thomas said meeting his two friends.

He then noticed Sunset looking away from him in disgrace.

"Sunset?" Thomas said tilting his head.

Hugging her arms, she looks back at him with repent.

"Look. About the things I said to you earlier. When Discord," she couldn't finish.

Thomas, knowing what she was referring to, spoke kindly but firmly in regards.

"Sunset. That wasn't you. Even if there was some part of you that was, that's not who you are anymore. You and I both know better."

As if a weight was lifted off her shoulders, Sunset felt relieved and relaxed once again. Hearing him say those words to her made Sunset happy. Thomas really does understand now. She smiled back, casually crossing her arms.

"You're right. It's not. Thanks for understanding."

"I never should've had any doubts. And I didn't when you took my hand, because I knew you would."

After exchanging forgiveness to one another, Thomas then knelt down in front of Percy.

"How are you doing now, Percy?"

"I feel much better, Thomas."

"That's good. I'm really glad you're back, Percy. The thought of you being gone forever just, well, I wouldn't have been able to go back home knowing you were somewhere all lost and alone out there."

"Wow, Thomas," Percy said heartfelt. "You really did miss me, didn't you?"

"Of course, I did," Thomas said almost surprised he'd asked. "You're my best friend, Percy."

"You mean your best friend from Sodor," He corrected proudly.

Percy shares a glance with Sunset who playfully winks at him behind Thomas. After smiling in return, he looks back at Thomas.

"Exactly," Thomas said cheerfully. "But once we're actually back home, I'll be even happier to call you my best friend."

Percy beamed.

"So long as I'm still on the same boat even when you're back home," Sunset imputed.

Thomas stood back up to face Sunset while Percy went over and stood beside her.

"Well of course you'll be, Sunset! If I'm ever stopping by for visit myself, I'll want my best friend waiting for me when I arrive."

"Yeah! We wouldn't want Sunset thinking Thomas prefers me over her, now do we?" Percy remarked cheekily.

Then him and Sunset shared a light chuckle much to Thomas' confusion.

"I'm sorry. I don't get it. Was something going on between you two?"

Percy giggled. "Nope. We're just happy to be your best friends, Thomas."

"The feeling's mutual," Sunset said to Percy.

Thomas smiled warmly, at least picking up on both his best friends becoming ones themselves.

"Come along, you two," Sir Topham Hatt called. "We best be getting back soon."

The three friends look back at each other, still smiling to one another until their faces fell upon realizing it was time for the Engines to leave now. Percy, however, tried to remain chipper. He reached for and grabbed Sunset Shimmer's right hand, and Thomas' left. With all three friends happy to be here with each other one last time, they made their way over to the Wondercolt Base together were the rest of their friends soon gathered.

* * *

Sir Topham Hatt and Principal Celestia shared a hand shake.

"Thank you for looking after my engines, Principal Celestia."

"No problem, Sir Topham. Anytime."

"I must say," Sir Topham Hatt remarked. "This was most certainty an eventful day for my engines and I."

"And a typical Friday for us," Celestia joked.

The two chuckled lightly.

"You and the others take care, okay?" She continued. "And remember what I said."

"I will."

The Engines and Girls all gathered around Sir Topham Hatt and Celestia by the portal to the Magic Railroad. The gang tried to remain cheerful despite how upset they were to part ways.

"Waaaaait!" Pinkie cried.

Everyone was all alerted but before they turned to Pinkie, she had already zoomed away from the group. Then out of nowhere, Pinkie Pie zoomed back, this time arched over Percy and grinning with excitement. Her arms held onto something hidden behind her back.

"Percy! Before You Go," Pinkie then reveals the hidden present. "I Want You To Have This."

Percy was surprised when she held out her present for him to take. It was a pink cupcake with light blue frosting and rainbow sprinkles. The inside was colored a rainbow pallet with greens, reds, blues, yellows, and oranges. While there were cupcakes served at the party earlier, this one was different from the bunch. Pinkie Pie made this one specifically for Percy. Filled with gratitude, Percy accepts the cupcake and stares at it.

"Go On. Eat It! I Made It Just For You."

Looking back and grinning at Pinkie Pie in return, Percy then consumed the entire cupcake in one bite. Within seconds after his first chew, Percy's eyes ripple a rainbow pattern and his smile grew bigger. Out of all the cupcakes him and Pinkie ate, this one was probably the best one he's eaten. There was a number of flavors he could taste all packed in one that he couldn't identify them all. It all tasted like one delicious flavor, mixed with the sprinkles and blue frosting to add that extra kick.

"Sooooooo?" Pinkie asked with her hands closed together. "How is it?"

"Amazing! This is the best cupcake I've ever tasted!" Percy swallowed it. "And knowing you made if for me makes it all the more delicious."

Pinkie Pie giggled bashfully to herself.

"Oh. Should we give them our gifts now?" Twilight asked.

"Yeah!" Spike said.

The Engines looked confused.

"That do you mean?" Edward said.

After the party ended, the Girls all agreed to give the Engines something meaningful to them as a farewell present inspired by their time spent in their world. Each of them held onto their gifts and went around presenting them to the Engines they spent the most time with. Twilight went to Edward, Fluttershy to Henry, Rainbow Dash to Gordon, Rarity to James, and Applejack to Toby.

Pinkie Pie pulled out more cupcakes from her hair and gave another one to Percy. Holding one herself, the two cling their cupcakes together then proceeded to eat them.

* * *

Applejack had already given Toby his gift a head of time. So, she simply went up to reflect their day together leading up to her giving him the hollow, woven straw hat.

"Be sure to look after that now," Applejack said to Toby. "You don't come across many as authentic as them now a days."

"Don't worry, Applejack. I'll keep it with me wherever I go. Even though I probably won't be able to wear it. I'll just keep it in my cab."

Applejack wrapped her arm around Toby. "Just knowing you'd keep it anyways is good enough fer me!"

Rarity held out a small ruby to James, who stared at it with an intrigued yearning.

"This rare ruby was what I used to bedazzle that outfit I made for you. Though I think we can both agree the wardrobe itself was less then lackluster, I was still rather fond of the embellishments."

"Me too!" James agreed.

Rarity went up and took James' hand then places the ruby in it and overlaps his fingers over the ruby with her other hand.

"And as a token of your fine taste in fashion and the generous display at my fashion show, I'd like you to carry this ruby as a memento of the hard work put into creating a new wardrobe for your friends."

James smiled and examined the ruby closely, holding the jewel with his index and thumb.

"Wow, Rarity. This is really thoughtful of you. Ohh. Nice and shiny! Just like me. Now I'll be even redder and splendid then ever."

"Oh, that makes me so happy to hear," she said holding her closed hands to her cheeks. "I just know it'll accentuate your already divine look."

"Absolutely. Thanks, Rarity."

Fluttershy held out a small piece of bark to Henry, much to his confusion.

"Um, I know it's not much, but, I thought, maybe you'd like to have this. So that you'll always have a piece of Canterlot Park with you."

Understanding what this was for now, Henry gleefully accepted her offering and held it close to his chest.

"Thank you so much, Fluttershy," Henry said.

Fluttershy beamed.

"Next time we see each other," He continued. "I'll be sure to bring one from my forest for you to have as well. That way we'll both have a piece of our lands to cherish."

Fluttershy giggled. "I'd love that very much."

Rainbow Dash approached Gordon and held out a gold award medal with a red, white, and blue neck ribbon.

"Here. Anyone who can prove they stand a chance of keeping up with me deserves to have something to show for it."

Gordon happily accepts it but then confusingly stares at the inscription written on the medal.

"Congratulations, Rainbow Dash."

He stared unamused at a grinning Rainbow Dash with arms hidden behind her back before going back to reading.

"First place for Track and Field. You're, giving me your medal? But, isn't this yours?"

"Please. I have like a million of those back at my place."

"Oh," Gordon groaned.

"Besides, you've earned this one, bud," she said proudly.

"Even though nobody won?"

"Hey, you won in my book. Think of how impressed everyone will be knowing you came this close to beating me in a race," She said playfully. "I bet that'll be enough for your ego."

Looking back at the medal, Gordon smiled proudly as well then clenches it tightly in his palm.

"Very well! I'll keep it as a reminder that I'm more than capable of beating you in a silly race. Whether as a person or an engine."

Rainbow Dash smirked. "Oh, it's on! You haven't even seen my top speed yet. I'll be ready to show you what I got."

"And I'll be ready too. Ready to sport my number for when I cross that finish line a head of you."

Staring sharply at each other, Gordon and Rainbow Dash then shared a good chuckle.

Twilight took off her magic tracker hung around her neck and held it out for Edward, much to his confusion as he accepts it and stares at it.

"Your magic tracker? Why are you giving me this, Twilight? Won't you need it for when another magical problem comes up?"

"I don't think we will," she said softly. "If today and other past encounters has taught me anything, we can handle anything that comes our way. But, I'm sure Sodor may find a few strange anomalies down the line."

Edward smiled gratefully. "Thank you, Twilight. On the other hand, I can keep it to remember the fun time we've all had here."

"Even better."

"But good luck trying to figure that thing out," Spike joked.

"Not a problem," She explained. "I made some quick adjustments and set it to a default control. All you have to do is just let it detect magic on its own."

"That's good. Because like Spike said," Edward beamed while hanging the device over his neck. "I don't think I'd be able to figure out how it works."

* * *

The Engines were all grateful for their gifts and the Girls were simply filled with joy that they liked what they gave them. So much so they felt a bit better that they have to see them return to their home world.

"These are all very thoughtful gifts, everyone," Thomas said to Twilight and the others. "I only wish we had something to give you."

The Girls felt bad that Thomas thought they had to exchange gifts. However, filling them with happiness made them all more than proud to accept that as their gift for themselves. Sharing a glance with Sunset, Applejack then thought of something she realized earlier.

"Yah know, before this whole week stared, we've been talkin' about havin' a break from all this magic business."

"Oh, yes. that's right," Rarity said. "I completely forgot all about that."

"What's this?" Thomas asked.

"Before meeting you, we were originally going to spend the week not dealing with magic. But of course, with all the Gold Dust, evil doers, you and the whole universe in peril tumult, we've kinda had to put that on hold."

"But that's just it," Applejack continued. "Even though we had a magic problem to deal with, spendin' time with Thomas and his friends made it feel so casual. Almost like we _were_ just hangin' out like the old days. Because that's what we've been doing all week."

Applejack brought up specific moments they spent together; including the day they spent at her house, drinking Apple Cider and showing off their magic and musical skills to Thomas. Learning how to dance, shopping at the mall, working on her farm, and throwing parties were also brought up. The Girls soon realized this as well, becoming even more apparent to them that the past week, despite dealing with magic, was actually just another typical time of them hanging out and using their powers to solve and fight the forces of misused magic from taking over or destroying their world. Sunset beamed at Applejack and the rest of her friends, seeing them all come to terms with their magic filled reality.

"It's like what Sunset's been tellin' us before," Applejack said. "Magic is apart of our lives now. It's our responsibility. But we also have our own lives to live. And the magic we share, the ones inside all of us and these here Crystals, that just so happens to be part of the package."

"And you, Thomas," Rarity said. "You and your friends helped all of us to realize this."

Thomas was a little surprised. The Engines shared glances of confusion themselves until they exchanged bashful smiles upon realizing what they meant.

"So, that's why you're giving me your tracker," Edward said to Twilight.

She nodded. "We don't have to look for magic."

Twilight's friends all gathered around her, sharing glances of contentment in support of her speech.

"Because everywhere we go, whatever we do, or whoever we meet, magic will always be there waiting for us."

Soon the Engines all gathered beside Thomas after the Girls met beside Twilight and Sunset. Lady and the CMC went and joined their groups as well, with Lady standing next to Thomas and the other Engines while Apple Bloom, Sweetie Belle, and Scootaloo stood beside the Girls. Now gathered together in their respective groups, The Engines and Girls stood across from each other, all smiling to one another while reflecting their week. Sir Topham Hatt cleared his throat.

"Well, uh. Is there anything you'd all like to say before we head off?"

Looking back at each other, The Girls and Engines became dejected. The time has finally come for them to leave. Before they do, however, everyone suddenly charged at each other, embracing one another in one last collective hug. Then they split off and said their own goodbyes to the friends they spend the most time with. Percy to Pinkie Pie, James to Rarity, Gordon to Rainbow Dash, Henry to Fluttershy, Toby to Applejack, and Edward to Twilight Sparkle. Emily, who even though they've only known each other for a short time, went around saying her farewells to the Girls as well.

* * *

Rainbow Dash taught Gordon how to fist bump as a way of saying goodbye over hand shakes or hugging. Toby and Applejack wrapped their arms around each other's shoulders and pressed their cheeks against each other. Twilight Sparkle fully embraces Edward in her grasp who also returns the gesture. Rarity and James gleefully talk about a fashion line up she plans to have ready for them the next time they visit. Pinkie Pie sneaks up on Percy and hugs him from behind, causing him to nearly lose his balance as he had to support Pinkie Pie now leaning on his back. Both friends laughed all the while however.

Angel Bunny and Fluttershy's other critters cling to Henry's pants whimpering and crying with wide pupils. Feeling just as upset, Henry picks up Angel, not putting up a fight as he let's go, and lightly cradles him in his arms.

"I'm sorry, everyone," Henry said to them. "But I have to go now."

Fluttershy tried composing herself even though the cries of Angel and the others nearly brought her to tears as well.

Lady sat down in front of the CMC. While still happy over their accomplishments at first, their face soon fell when the dread of having to see Lady off loomed over them. With the four friends all seated, they huddled together in one tight embrace. Lady let's go of the three girls staring sadly back at her.

"We're gonna miss you so much, Lady," Sweetie Belle said.

"And I'll miss you all too," She replied trying to muster a smile.

"So much for the CMC I guess," Scootaloo shrugged.

"What do you mean?" Lady asked.

"Well, we did name the club after you."

"You mean after Mystic Sprinkle," Apple Bloom imputed.

Her and Sweetie Belle knew where Scootaloo was going with this.

"Exactly. And now that you're leaving, there's no reason for us to be called the CMC anymore. It just wouldn't be the same."

"Of course, it will, Scoot," Apple Bloom said. "Just cause Lady's leavin', don't mean we can still be the CMC in honor of our first client."

"How about the fact her name wasn't really Mystic."

Apple Bloom rubbed her head. "Right. But,"

"It's okay, girls," Lady chuckled. "Whether I'm here or back home, you can do whatever you want with the club. Wasn't that the whole point of forming it in the first place?

"Well, yeah," Sweetie Belle said. "Only so that we can help you, Lady."

"And you did. So, why not continue doing so for others? Or try something else if that doesn't work out. That's what you're all best at either way."

The CMC weren't so sure. They didn't see the point of continuing their current club status knowing Lady's real name and without her with them as a member. Lady turned to Apple Bloom.

"Apple Bloom. Why not make the club about that Dare Do thingy you told me about? The one they're making a moving picture out of." Lady continued naming different activates, "Maybe Sweetie Belle can also make it about singing, or Scootaloo can throw some sports into the mix. Anything you like!"

"Hey, yeah!" Scootaloo said. "Those do sound like great ideas!"

Sweetie Belle and Apple Bloom grew excited too. Since their club did include different activates anyways, maybe they could switch and play with different interests to see which one sticks. If they wanted to even, they could go back to doing what they did with Mystic Sprinkles and assist other people with finding their interests. The possibilities were endless.

"Whatever it is," Lady continued. "I'm sure you'll all enjoy them just as much as the activates we've done together. And even if you do move on to something else, I hope, I can always be a member myself?"

"Of course, you can!" Apple Bloom said. "Once a member, always a member."

Lady beamed.

"We are the CMC!" All three girls shouted in unison. "Always and forever!"

Then Lady and the girls all chuckled. Lady pulled them in for one last hug, to which they returned, starting to feel more dejected now. But the longer they stayed wrapped in each other's arms, the happier they were. And they remained that way, wanting to squeeze in their last hug at least once more before she leaves. A small tear dripped down Lady's cheek.

"Thank you," she said softly

Emily stood beside Thomas both happily watching their friends.

"It's too bad we have to leave now," Thomas said to her. "There's so much to this place you haven't seen yet, Emily. You would've really like this place had you been here with us."

"It's okay, Thomas," Emily said. "I think I got the gist of it. Besides, maybe next time I'll get to know them more."

Though drowned out by their own collective conversations, everyone knew that they were still having fun.

* * *

Thomas then turned to Sunset Shimmer, the girl who introduced him and opened his mind to this strange, bizarre world of magic and friendship. The reason he's still standing, the reason they were able to succeed, and the reason he was the most upset to leave behind. Sunset turned and stared back at him at well, giving off the same dejected feeling he was having. They both knew the week they had was the best they ever shared. Even though there were a few bumps on the road, neither of them would trade the times they spent together for any other different out come. Wanting to cheer each other up, Thomas successfully musters a smile. As does, Sunset, remembering the good times they shared as the forefront of what she was most grateful to experience.

"I'm really glad I met you too," Sunset finally said.

Thomas was trying not to get too emotional.

"Even without knowing your past, you were still just as friendly and nice as I thought. I should've known that better in the first place. But I do now."

"And that's all that matters."

"After everything that happened, we've managed to still keep our friendship. I guess, that makes it even more magical too."

Sunset playfully bumps his shoulder with her fist.

"It sure does."

Thomas rubbed his arm still smiling back at her.

"Still," Sunset went on. "It didn't take much to remember that you are what I said you were the moment we first met. You may have almost lost your way but knowing what makes friendship really magical brought you back to the engine I knew you always were from the start. And that same engines, is one I am more than thrilled to become close friends with and happy to always have even when we're far apart."

He beamed bashfully. Still full of serenity, Thomas reached around his neck and pulled off a string over his head. Sunset knew what he was thinking and quickly tried to refuse his offering.

"No, please," Sunset insisted. "Thomas, You don't have,"

Thomas held out Burnett Stone's brass whistle, dangling from the old rope string wrapped around his fingers. Staring at it, Sunset then looked to Thomas with a humble grin. Knowing she wasn't going to convince him otherwise, Sunset appreciatively accepts the whistle, still sharing looks of happiness with him as she takes it off his hand. She then looks down at it, resting calming on her palms while wind chimes clatter and sparkle from the remnants of Gold Dust still left inside. Even though she didn't want anything in return at first, Sunset Shimmer couldn't help but grin excitedly. She now had something of her own to keep as a reminder of the adventure her, Thomas and the rest of their friends share together.

"Thank you, Sunset," Thomas said.

"No problem," she said, then looked back at him perplexed. "For, what exactly?"

"For being my friend."

Sunset was heartfelt. Her mouth hung halfway open and eyes glistened.

"I meant to tell you the first night I slept at your house. But, at least I got to tell you now. And after everything, I couldn't be any happier to tell you so."

She was absolutely overwhelmed. Her smile couldn't get any wider if she tried.

"Thank you, for being mine," She said sweetly.

Just then, Twilight Sparkle and the rest of their friends gathered around Sunset Shimmer, who glances over at them and never losing her grin. Thomas stared at all his Canterlot friends.

"The same goes for all of you," Thomas said to them. "I can't say how happy I am to have wound up here of all places. You've all become such good friends. You were always by my side; guiding me when things got tough and teaching me something I never knew about friendship. And that's something I'll never forget."

Twilight Sparkle, with Spike hanging inside her backpack, emerges from the group and steps closer to Thomas. She then wrapped her arms around Thomas and give him a gentle hug. Along with Spike who simply wrapped his arms around Twilight. Sunset Shimmer stepped in and did the same. Then, Pinkie Pie, Fluttershy, Rarity, Applejack, and Rainbow Dash all went in and surrounded Thomas in a collective embrace.

Sir Topham Hatt chuckled lightly. "Alright now, Thomas. Let's get a move on now."

The Girls let go of Thomas looking back at his Sodor friends waiting by the portal with Sir Topham Hatt signalling him to join. He turns to Sunset and the others one last time, all sad to see him off now that they've reached the end of their journey. Stepping backward while still making eye contact with them, Thomas then turned and headed back to meet his Sodor friends, trying not to let the strain in his stomach over walking away from his new friends completely overwhelm him.

Meanwhile, Lady had just finished hugging Apple Bloom, Sweetie Belle and Scootaloo. She shared one last look at each of them then got up to meet with the other engines as well, never taking her eyes off or ceased waving at them while doing so. The CMC's heads hung low after they finished waving.

Along the way she ran into Thomas, who stopped in his tracks to look at Lady also stopping where she stood to face him. Thomas reached his hand out for her to take. However, staring back at him sweetly, Lady grabbed both of Thomas' hands and leaned in for a light kiss on his cheek. She had wanted to do this for a while, ever since she regained her memories of Thomas and her home, and the times Thomas told her she was beautiful.

"We better get going."

All Thomas could do was blush as he stared with bewilderment at Lady letting go and walking over to the front of the portal. Percy and the other Engines held back their snickering while everyone else simply beamed or rolled their eyes and smirked at the engines. Thomas was still too flabbergasted to move at first, until he happily shook it off and continued on.

On his way, Thomas passes by the CMC. Happy to see them before he goes, Thomas stops before each one after another and gently patted the top of their heads. Starting with Sweetie Belle, Apple Bloom, then Scootaloo who all winced at first but then realized he stopped to do so as a show of gratitude for their help. The CMC smiled back and waved at Thomas as he made his way over.

Noticing how upset Sunset became while watching Thomas walk away, Twilight tried nudging her towards him by gently bumping Sunset's hip into hers. Sunset was confused over what she was doing at first until catching on what Twilight was implying based on her expression. Hesitant at first, her fingers inches away from her mouth, Sunset then ran after Thomas.

"Thomas! Wait!"

Thomas stopped in his tracks and turned back to see Sunset running and stopping inches away from him. She stared into his curious eyes, wondering what Sunset could want from him as he stared into hers. Sunset became nervous, trying to justify what she was about to do. Then she plucked up a small amount of courage. If Thomas was happy enough to give her a gift, it only makes sense that she gives him one in return.

Clenching the brass whistle tightly in her hands and hugging it nervously against her chest, Sunset then leaned towards Thomas' cheek and pressed her lips delicately against it.

The Girls excitedly inhaled with eyes widening, jaws hanging, and hands closed together. The Engines were just as stunned and slack jawed but also couldn't help but slip a snicker or two.

"Oh. Oh, my," Sir Topham Hatt chuckled noticing what's going on.

Thomas was completely frozen. His eyes were the widest it's ever been and his mouth hung at a point that wouldn't collapse or close up any further. Finishing her light peck, Sunset quickly ran back to rejoin Twilight and the others, turning to face Thomas again with absolute joy. Thomas couldn't move a muscle. Finally snapping out of it, Thomas grinned at Sunset smiling back at him. He liked her gift very much, especially since it's one he can always carry with him in spirit. While it was never the forethought of her mind, Sunset secretly started developing a yearning to do what she did for a while, even when the girls had implied and called her out on it before. Now Sunset was relieved and glad she had the courage to finally do so. Twilight's eye brow raised cheekily at Sunset who playfully nudges her arm right as she noticed Twilight doing so.

Joining Lady at the front of the Portal, Thomas allows her to go in first after the two of them share grateful grins. Lady does so, grabbing Thomas' left hand and taking him in with her through the seeping portal. Then Sir Topham Hatt went in, then Percy, James, Henry, Toby, Emily, and Edward soon after.

The CMC joined Twilight and the others, with Apple Bloom and Sweetie Belle standing next to their sisters, Applejack and Rarity, both nodding at their little sisters with approval and wrapping their arms around them. Rainbow Dash does the same with Scootaloo, both beaming proudly with joy as they continued watching their new friends head home. Before going in next, Gordon notices Scootaloo and the other two girls she was with when they met yesterday. Noticing him as well, Scootaloo smiled then happily waves at him. Gordon does the same in return, almost feeling sad to leave them without getting to know them some more. But knowing one day he may return, the four finished waving then Gordon steps into the portal, eager to go back home. And just like that, they were all gone.

* * *

Principal Celestia stepped in next to the Girls.

"I am so proud to have you as my students."

"Even though your school's now the centre for a lot of weird magic stuff?" Spike said.

"Well, this line of work wouldn't be as exciting without it, now would it," she winked.

"No, it wouldn't," Twilight smiled.

The Girls all nodded in agreement.

"Except now that it's over," Rainbow Dash said. "We have to go back to doing just regular stuff until another magic problem pops up."

"Given our track record, that shouldn't be too far around the corner," Sunset said.

"So, what do we do until then?" Fluttershy asked.

Rarity chimed in. "Oh. I heard Camp Everfree is looking to build a fundraiser so they can repair the damage done from the last time we vanquished a magical quandary."

"Hey, yeah!" Rainbow Dash said. "Let's raise money to rebuild Camp Everfree!"

"Oh, Oh!" Pinkie said flailing her arm. "We Can Host A Bake Sale!"

"How about we plan a car wash?" Applejack said to Sunset.

"I was thinking we could open a doggie day care," Fluttershy said. "For all the poor little puppies who need someone to look after them when their owners aren't home."

"So, which ones are we gonna do?" Spike asked.

"Why don't you try all of them!" Apple Bloom imputed.

"Yeah!" Scootaloo said. "That way you'll raise even more money for the camp."

"And then we'll get to go next year after they fix everything!" Sweetie Belle said.

"Great idea, girls," Twilight said. "We'll split up into pares and organize our own community services."

"Then let's get started," Sunset said.

Sunset Shimmer, Twilight Sparkle, Fluttershy, Rainbow Dash Applejack, Pinkie Pie and Rarity all circle around each other and placed their hands out in front, overlapping each other's on top of another. Principal Celestia and the CMC happily watch all the while. Then, all at once, the girls raised their hands in the air cheering and laughing excitedly, now looking forward to the next set of weeks ahead of them.

* * *

Puffing down the Magic Railroad, the Engines gazed in awe at the astounding landscapes, large snowy mountains, and sparkling lakes from fast distances. It was a nice change for engines and people to see Lady's Railroad for what it really is, and not covered in a tunnel of thorns for once.

"Isn't this amazing," Thomas said shifting on his chassis.

"It certainty is, Thomas," Sir Topham Hatt agreed.

Percy gasped. "Thomas! Y-you just moved."

"What was that?"

"You moved! While still attached to your wheels."

Thomas tried examining himself when he noticed his entire shape move upon shifting with a hard left and back again.

"Hey, yeah! I am moving!" he chuckled. "And I can bounce. How about you, Percy?"

Percy shifted to his left, right, then tilted up and down. He was just as surprised as the other engines watching him move on his chassis. The others soon began shifting on their chassis as well, wondering themselves if they too can move until getting their answer.

"I- I'm moving around too!"

"So am I!" James shouted bouncing up and down.

"Me too!" Gordon called.

"Ah! Me three! Me three!" Henry said nervously.

"This shouldn't be possible," Emily said.

"How come we can all move like this now?" Toby said.

"It must be an effect from the magic we tapped into back at Canterlot High," Lady theorized.

"Wow. I wonder if every engine back home can bounce too," Thomas wondered.

"Let's just hope it wears off soon," Edward said worryingly.

"Very soon," Percy pressed.

"Come on, everyone. At least we have a lot of free range to move around even more now," Thomas said trying to sound optimistic.

"I wouldn't be so sure," Emily said.

"Well, as long as it's not hurting anyone," Sir Topham Hatt said. "I suppose we'll have to wait and see until then. Just uh, be sure to keep it at a minimum with the bouncing there, eh Thomas? Only for me or anyone else riding your cab."

"Yes, Sir." Thomas tooted his whistle. "Now let's get going already. We've got a Railway to run!"

Tooting their whistles excitedly, the Engines charged down the golden tracks of the Magic Railroad and back to their home; ever stopping even as they reached the Magic Buffers. Wheels turning faster and faster, Lady, Thomas, and the other engines passed through the spiraling golden portal with train whistles blaring and lights glaring straight onto the other side to the Island of Sodor.

* * *

There was a lot of work to be done when the engines arrived back on their Railway. A week or so went by with engines hustling and bustling to get thing back in order. Thankful, everyone worked hard to get everything cleaned up and running on schedule again. There had been a lot of derailments and crashes. But soon, every engine was back on the line and taken to the Steamworks and Dieselworks to be fixed up. Engines like Duck, Oliver, Murdoch, Hank, Rheneas and other Blue Mountain Quarry engines were safely put back on the rails after the massive commotion that struck the Island. Even Cranky the Crane was welded back onto his mast at Brendam Docks, and Harold the Helicopter flew by in the air once again monitoring the land to make sure all was safe.

Meanwhile, Henry was puffing down his forest when he came across the old Wishing Tree. He slowed and parked right beside the tree to look at it while reminiscing his time back at Canterlot High. And remembering his good friend Fluttershy, whom he already began missing the more he stared at his wishing tree, for it reminded him of the promise he made to bring her here one day. He thought about wishing to see her again but knew the Wishing Tree didn't actually grant wishes. How soon will that day will come though was beginning to upset Henry.

A bell tolled as Toby the Tram Engines puffed slowly passed Henry a few tracks across from him. Coupled up behind him were his coach Henrietta and a train of trucks loaded with rock from the quarry. Toby was looking rather tired. His face was bright red with exhaustion from working all day to get the quarry back in order. Finally, Henrietta applied her brakes so Toby can have a rest. He didn't want to stop though and tried continuing his job. But Henrietta wouldn't let him.

Watching all this unfold and seeing an exhausted, disappointed Toby catching his breath, Henry came up with an idea. Toby was too weary too realize he was being uncoupled from Henrietta and carried over onto another set of tracks beside his train. When he finally came too, he noticed where he was and looked over to his train on the left, only to see Henry coupling up to Henrietta. It was then Toby figured out what he was doing. Both smiling back to each other, Toby allowed him to carry his train the rest of the way by ringing his bell as Henry blew his whistle and sets off to deliver his trucks.

In Knapford's shunting yard, the Troublesome Trucks were disorganized all over the junction, and making things difficult for poor Edward, loaded with more work than he can handle. Parked in the very center wondering how he's gonna set these trucks in their proper place on time for his next job, Toby enters the yard and biffs two of the Troublesome Trucks together and into a long lot.

 _[_ _ **Applejack: "**_ _The truth that we have come to know. Starts out small, but watch it grow."]_

He had a much-needed rest and was fully stocked on water and coal. And so, Toby decided to help Edward out with his trucks, very much to his appreciation, as Edward and Toby went and marshalled the rest of the trucks together.

 _[_ _ **Rarity:**_ _"_ _Taking time to help each other, brings us close to one another."]_

Puffing down the Main Line, Edward was approaching Gordon's Hill when he saw Gordon himself stalled half way up the steep incline.

 _[_ _ **Pinkie Pie**_ _ **:**_ _"Beginning now starts something new. Good deeds done out of the blue."]_

He couldn't move any further with his heavy load of Express coaches and was brooding to himself over getting stuck on his own hill again. Rolling his eyes and smirking, Edward continued puffing forward towards his coaches.

 _[_ _ **Fluttershy**_ _ **: "**_ _Put your kindness to the test. You'll be amazed what happens next."]_

Gordon felt a jerk and wondered who was pushing him until he heard Edward's whistle. Beaming with pride back at Edward, Gordon then used all of his strength to pull himself up while Edward pushed as hard as he could.

 _[_ _ **Rainbooms: "**_ _One small word can brighten the world around you. One big smile can change someone's day._ ]

Finally reaching the top, Gordon blew his whistle proudly and thundered down the hill with his clattering coaches.

[ _A helping hand goes farther than you can dream."_ ]

Edward, tired and exhausted, parked at the very top happily watching Gordon race off with the Express.

Meanwhile, James excitedly backed into a train of coaches already lined up for him at Knapford Station. He was finally asked to pull an Express train on his own.

 _["Good vibes, so many different waves.]_

Emily parked beside him by Platform two, about to drive off and find some trucks to pull until she noticed James waiting to be coupled up to his Express train. He couldn't be happier.

 _[_ _ **Sunset Shimmer:**_ _"_ _Moments that you don't expect. Spirits down, you're in the depths.]_

But as he looked over to Emily, he saw her frowning and looking upset. She had hopped to pull the Express herself one day, especially during their summer job switch. But since that's no longer happing, Emily could not and probably will not ever have a chance to pull the Express. Knowing this himself, James felt bad for Emily and wanted to see her happy again.

 _[_ _ **Twilight Sparkle:**_ _"The world feels like it's lost the light, but little things can make it right."]_

So, after thinking it over, James pulled out from the station and puffed on to turn back around. Noticing James parked on a different set of tracks near and facing her, Emily looked over to the Express coaches then back at James shooting her a generous grin.

 _[_ _ **Rainbow Dash: "**_ _Think of all the lives you've touched. They come 'round and twice as much."]_

Realizing what he's doing, Emily beamed and went to park in front of the coaches. Once finally coupled up, Emily excitedly blew her whistle and hauled the long load of coaches filled with excited passengers out of Knapford and on wards down the Main Line. While happy to see Emily already enjoying herself, James on the other hand now had to do her work, which involved hauling trucks load of scrap to Crocks Scrap Yard.

 _[_ _ **All:**_ _"Friendship makes the world get lighter. Blur the lines and make it brighter."]_

On his way there, James was not having anywhere near as much fun as he would've been pulling the Express. Even so, he didn't regret giving Emily a chance to pull them for once. Percy, hauling a load of Troublesome Trucks, peeping his whistle as he puffed up next to James and gaining his attention. James was still pouting to himself about doing dirty work when he looked over to him. Percy thought he needed some cheering up and decided to do a couple of funny faces to get James laughing.

 _[_ _ **Rainbooms:**_ _"One small word can brighten the world around you. One big smile can change someone's day._

He made his eyes roll, crossed, cheeks puffy, and a few expressions involving his jaw slacked open and the corners of his mouth stretched out in various directions. Trying not to laugh, James finally couldn't contain his amusement and chuckled along to every silly face Percy made until he too started bursting into laughter over his own playful expressions.

[ _A helping hand goes farther than you can dream."_

Feeling much better now, James continued onward, puffing at a much faster pace than he was minutes ago with a grin on his face. Percy tried keeping up, but then there was trouble. The Troublesome Trucks had let their brakes slip on, stopping Percy in his tracks with an abrupt halt.

[ _"Good vibes, so many different waves."]_

The Trucks giggled and taunted Percy putting in all his might to force them forward. But he didn't gain any distance with the Truck's brakes still on and dragging him back. Passing by on his way to Knapford, Gordon noticed a red-faced Percy and his load of Troublesome Trucks holding him back. Unable to beat them, Percy finally gave up and stopped pulling on his Trucks, whose laughter and teasing only increased. Gordon was cross with the Trucks and wanted to teach them a lesson.

 _[_ _ **Lady:**_ _"It only takes a moment to make someone's day."]_

Hesitating for a brief moment until remembering the important lesson he learned, Gordon blew his whistle puffed towards a pair of switched tracks that lead to the same line Percy's on. Straining to get himself and his train moving again, Percy then felt something biffed against his buffers and looked to see who it was.

 _[_ _ **Rainbooms:**_ _"Good vibes, good vibes."]_

It was the back of Gordon's tender. Though he couldn't see past it, Gordon smiled with pride back at Percy, who was feeling all the more grateful himself to have someone helping him. Now both smirking with determination, Percy and Gordon jerked forward heaving the Troublesome Trucks on ward with a mighty tug and without any hassle.

 _[_ _ **Lady:**_ _"It keeps us growing stronger, so let's hear you say."]_

Thomas blew his whistle puffing into Knapford Station with Annie & Clarabel along platform two. But as he puffed in, he noticed Percy parked in front of him further across from the platform. Not only was Percy there, but parked along platform one was Lady with Sir Topham Hatt standing next to her.

 _[_ _ **Rainbooms:**_ _"Good vibes, good vibes."]_

All three of them grinned excitedly the second they saw Thomas entering the station. He was happy to see them too but was confused and curious over their extra excitement upon his arrival. It wasn't until he applied his brakes abruptly and saw who was with them did Thomas knew why.

 _[_ _ **Thomas:**_ _"Someone's always there for you. No matter if they're old or new._ ]

Stepping out of Lady's cab and onto the platform was Burnett Stone, along with none other than Mr. Conductor, looking lively and better than ever. He was sporting his bright blue suit with his bright red tie neatly tucked and vest buttoned together properly. No sign of wear, tear, or any ruggedness spotted anywhere on him.

[ _Once you learn friendship is magic, then you'll see what it really means."]_

A flabbergasted Thomas couldn't believe his eyes. How was Mr. Conductor here? The only explanation he could understand was that Lady found him after reuniting with Burnett Stone. Or once she was restored and running the Magic Railroad again, so was Mr. Conductor.

Everyone looked at each other, knowing how excited Thomas would be upon seeing Mr. Conductor. And excited he was, as Thomas' eager grin grew bigger and bigger. Both very happy to see each other again, Sir Topham Hatt approached Mr. Conductor and placed both his hands on his shoulders as does Mr. Conductor. Letting go, Sir Topham Hatt then held out to Mr. Conductor his fully repaired hat and silver whistle in hand.

 _[_ _ **Steam Team:**_ _"Friendships always makes it right. Strengthen bonds and light your nights."_ ]

Excepting it gratefully, Mr. Conductor pulls the whistle back over his head then places his hat back on. Percy and Thomas beamed to one another, as did Lady and Burnett Stone. Mr. Conductor then blew his whistle, causing a cloud of sparkling, clattering Gold Dust to fill the platform.

[ _"First you start off doing fine, but now with us we've made it shine!"]_

[ _Meanwhile back at Canterlot High, the Girls were in the band room getting their instruments set up and ready to practice another new song they've been working on. Rainbow Dash, Applejack, and Sunset Shimmer tuned and hung their guitars over their necks. Pinkie Pie, Fluttershy, and Rarity adjusted their drumming set, tambourine, and Keytar while warming up their vocals by singing._ ]

 **Rainbooms (No music):** "One small word can brighten the world around you."

"One big smile can change someone's day."

[ _With Spike in one arm and her microphone in hand, Twilight Sparkle walked over to Sunset Shimmer, both smile back at one another. The rest of the Rainbooms started their instruments simultaneously._ ]

"A helping hand goes farther than you can dream."

"Good vibes, good vibes!"

[ _While the Rainbooms started playing their music, The Steam Team over on Sodor puffed down a set of long tracks singing along the same song the Girls were playing back in their world. Mr. Conductor and Sir Topham Hatt rode inside Thomas' cab leading the charge with Percy to his right and James to his left. Henry was behind Percy, Gordon behind Thomas, and Toby behind James while Edward and Emily puffed behind Henry and Gordon. Almost as if they were all there together again, The Rainbooms and Steam Team sang happily to the same music side by side one another.._ ]

 **Rainbooms & Steam Team (Music):** "One small word can brighten the world around you."

"One big smile can change someone's day."

[ _Their presences were felt on both sides of each spectrum singing harmoniously as one. Then to Thomas' and the other engine's surprises, they saw Lady with Burnett Stone driving in her cab, puffing down from a curved line of tracks and heading towards a set of points leading onto Percy's and Toby's line._ But it wasn't just Lady they were surprised to see _._ ]

"A helping hand goes farther than you can dream."

"Maybe you will save someone else's day."

[ _Splatter & Dodge, looking good as new with barely any burn marks, drove tentatively behind Lady. They weren't sure how the Engines would react to seeing them again given the fact they were once minions of Diesel 10. However, Thomas' and the others heartening grins assured the two diesels they've indeed forgiven them for what they did, especially after learning from Fluttershy about their heroic attempts to save some of the Canterlot High students._]

"One small world is all it takes to make a difference."

"One big change can stand out from the crowd!"

[ _The diesels grew excited when encouraged to join in with them, just as Lady hoped would happen by brining them along after finding them. Water under the bridge, Lady, Splatter & Dodge drove down the long stretch of tracks with the Steam Team, chuffing behind Toby and Percy as continued on ward and joined in on the song with the Rainboom's final outing._]

"A helping hand goes farther than you can dream!"

"Good vibes, so many different waves."

[Sunset Shimmer, _Rainbow Dash, and Applejack strummed their guitars and bass. Pinkie Pie flailed on her drums. Fluttershy waved and rattled her tambourine. Rarity tapped the keys rhythmically on her keytar. And Twilight Sparkle sang passionately back to back with Sunset Shimmer while holding Spike close to her enjoying both their singing and the music._ ]

 **[Encore] Everyone:** "Everywhere you go, friendship there will grow."

"When you find it, it's the key. Friends can change the world, you see."

[Burnett Stone tugged on the string to make Lady whistle. Sir Topham Hatt and Mr. Conductor, while they didn't sing along, simply enjoyed the ride anyways as they beamed with joy at the Engines bouncing and swaying along to the song as they all chuffed across Knapford Junction and further down towards Knapford station.]

"Everywhere you go, friendship there will grow."

"When you find it, it's the key. Friends can change the world, you see!"

[At last, the song was finally coming to a close. Both the Rainbooms over on the world of Canterlot High, and the Steam Team, over on the world of Sodor, end off their collective singing as the Girls riffed, rattled, and drummed their last beat and the Engines all entered Knapford Station with one collective and harmonious finish to their singing.]

"Friends can change the world (ah-ah)"

"Friends can change the world (ah-ah)."

"Friends can change the wooorrrlld!"

* * *

It was late at night over in the world of Canterlot High. The night sky was filled with glistening stars and a beaming bright full moon. In the bedroom of Sunset Shimmer's house, she happily laid on her bed writing to Princess Twilight about the weeks she's had with her friends, and how they've managed to raise some money for Camp Everfree. She also expressed excitement over her and her friends starting a car wash the next day in hopes of earning more money to add to the funds. The two friends wrote for a while before Sunset had to pack it up and start getting ready for bed.

After brushing her teeth and getting dressed into her pajamas, Sunset went over to check on her pet leopard gecko Ray, who was excited to see her as she leaned over his tank. She takes him out of his terrarium and held Ray gently in her hands, nuzzling his head against her cheek as she made her way over to a window facing the streets of a small market area. The view outside was perfect to view the full moon and glistening stars. Sunset smiled staring up at the night sky. Even Ray found most of it fascinating. Still lost in the view, Sunset places ray on her shoulder, who proceeded to make himself comfortable by snuggling on it.

Looking up at the skies with stars in their eyes, Sunset was reminded of the first night Thomas spent sleeping over at her house, and how closer they became as friends then. From showing him around her place, saving him from the dark shadow, playing video games, eating left over pizza, told about and taken through a visual journey through the Island of Sodor, opening up and revealing her past to Thomas. And most importantly, becoming his best friend. Like many things that happened during his visit to this world, those were the things Sunset remembered, and admittedly missed the most about Thomas already.

Sunset promised she wouldn't get too worked up about Thomas being away. But looking up at the stars and the full moon only made her miss him even more than she did the minute he left. She wanted to be with him again, to hear his laughter, to see his happy smile, and to look deeply into his innocent eyes at least one more time. Then, she remembered the song Thomas sang to her about his home on the Island of Sodor, and the very spot she's standing on right now in front of the window looking out to the streets illuminated by the radiant moonlight. She could still hear him singing to her, carrying her off into a land only very few can see by looking at the night sky

Picturing it all in her head like it was only yesterday, Sunset Shimmer pressed her hand against the plain glass window, closed her eyes, and whimsically drifted off into her thoughts, where Thomas and the rest of the engines on Sodor waited happily for her arrival.

* * *

 **The End.**


	44. Bonus Chapter! (Teaser)

**I'm here to talk to you about the crossover** **initiative... nah! But alas, I've been fooling around with ideas for a sequel, whether or not I even want to do one, or if I could. A good follow up story is not easy to achieve. They're easy to make, sure, but in terms of either doing better than the first or at the very least on par, that's where the difficulty comes into play. It really means a lot that some of you are interested in seeing a sequel. But the problem is, I'm not entirely confident I can deliver another big adventure. Some sequels have to have some purpose for being made. And I'm not about to put all that time and effort into making something people might not end up liking. Especially if its one I wouldn't be interested in doing.**

 **That being said, I think I've come up with an idea to continue the story. It's wouldn't be just a simple adventure fanfic. There's a story I want to tell, and below is the sneak peak to that story!**

 **This is still heavily in developing stages. So, it's not very likely that everything you read here will be what sets up the next big story. They're still ideas. Then again, it all depends on the feedback I get back from people. So take a read and let me know what you think. If you have any questions I'll try and answer without giving away too many spoilers (Yes I know they're not official, but if they do become cannon I can't just give it away a head of time). In the end, its still up to me what I have planned for a sequel and if I plan on moving forward with this idea or not. Sound off what you think and have a good day!**

* * *

 **Bonus Chapter!**

One afternoon at the Dieselworks, Den and Dart were becoming quite annoyed after Diesel visited them in the main building. Diesel wouldn't stop going on about how he should be in charge of the Dieselworks now that Diesel 10 was no longer working on Sir Topham Hatt's Railway. They stood above the platform inside the main building listening irritably to Diesel, parked near the elevating turntable, proposing his position as the next diesel in charge.

"All I'm saying is," Diesel boasted. "With Diesel 10 out of the picture, some other diesel must step up to run the yard. If you ask me, I think these lot need some shaping up to do. And who better than a modern diesel like myself to run the show?"

"And we're telling you for the last time," Den said. "that's not happening."

"What he means is," Dart chimed in. "Den and I over saw the Dieselworks before Diesel 10 took over, and now that he's gone, we're back in charge again."

"But, but," Diesel stuttered. "I was the first diesel to arrive on this island. Why can't I run the Dieselworks? I'd be really good at it."

"Sorry, Diesel," Den said trying to sound stern. "But it's out of the picture."

"Right," Dart said. "And that's that."

Diesel groaned and let off thick, black smoke from his engine. It wasn't something he was striving to achieve, but Since the Dieselworks was without someone managing the yards for a brief period, Diesel thought he could be fit to run the yards and order diesels about. Being the first diesel on Sodor made him think he should be running things here. But as Den and Dart have said, they run the works now and it seems that's how it will remain from here on out.

"We understand where you're coming from, Diesel," Den said.

"What he means is," Dart said. "Being in charge of the diesel's is a high honor."

"Even if some of the steam engines don't seem to think so," Diesel grumbled to himself.

"But running the Dieselworks is a very tough job," Den continued. "It's a lot of responsibility to make sure everything and everyone stays on track."

"It isn't a job just any diesel can do," Dart finished.

"Don't you know who you're talking to?" Diesel protested. "I'm the toughest diesel around. Hard as nails, always gruff, a diesel,"

"Yeah, yeah, yeah," Dart interrupted. "We've all heard your silly motto."

"Silly?" Diesel said insulted.

"That's not what we mean by tough, Diesel," Den said. "We just don't think you'd be ready to handle all of the jobs placed on someone that over sees all diesels. The point is, we all must do our part to keep this Railway running."

"Which means you've got to do yours and stop asking for other jobs that aren't yours to have."

Diesel fumed. However, he wasn't going to put up much of a fuss over this and decided to back out of the argument all together. He was not going to run the Dieselworks today or anytime soon just yet.

"Fine. I suppose things were much better with you two running the show anyway."

"Glad you understand," Dart said.

"But don't let what we just said discourage you either," Den said.

"What he means,"

"What I mean is," Den interrupted. "With enough patience, hard work, and determination, perhaps one day you'll run the Dieselworks. But, uh, just not today… or any time soon, in fact."

Diesel stared with lidded eyes, unamused at Den and Dart.

"Uh, right. Back to work then," Den ordered.

Disappointed but unaffected, Diesel blared his horn and rolled onto the turntable to turn back around and exit the building. Meanwhile, Paxton reversed into the main building. He hadn't had time to find a turntable to face the diesels on top of the platform. So, he rolled in backwards while still facing the yard outside. He looked worried and rather confused.

"Uh, diesels," Paxton said puzzled. "I just came to let you know, there's this strange steam engine rolling into our yard."

"What do you mean by a strange steam engine?" Diesel said rolling up next to Paxton.

"I mean like one I've never seen before."

"Don't tell us its that weird looking one we saw rolling into our yard a week ago," Dart said.

"I don't know," Paxton said. "I didn't even know there was another engine who visited out yard."

"Define weird, Paxton," Diesel said sharing a suspicious glance with him.

"What do they look like?" Den asked.

* * *

By the entrance of the Dieselworks, puffing down the smooth rails was a DRB-Baureihe Class 50 2-10-0 locomotive.

As soon as they entered the yards, the engine slowed its pace and made it's way closer to the main building while passing through the junction. Many diesels stopped what they were doing and stared at the new engine. They've never seen anyone like them before. This engine must be from far away. But upon inspecting them closer, the diesels felt something off about this particular locomotive. There was an ever-present eeriness to them that they couldn't quite figure out. Even their now slow chuffing sounded ominous. Many diesels stared back at the locomotive giving them looks in return that made them even more curious, and bit more nervous. The junction echoed with diesels whispering to each other over the new steamie elegantly rolling along the smooth tracks. Talks spread about where they came from, what they're doing here, and eventually about the other strange engine who rolled into their yard and whether perhaps they were related in some way.

Diesel and Paxton drove out of the main building and parked outside it's entrance, watching the engine now approaching them much closer than they were seconds ago. Finally, the engine arrived, stopping just about a block away from where Diesel and Paxton parked in front of the main building. Their steam hissed and pistons clattered just as uncannily as their chuffing.

The two diesels shared a perplexed look to one another. What could a steam engine such as them be doing in a place like this? Are they new to the Railway? Where they lost? What did this engine need from the diesels?

"Uh, can we help you?" Diesel asked.

Their pure red lantern shined against the sunlight. Diesel and Paxton became more uncomfortable when they didn't respond, and even more so, as the engine began singing a soothing melody.

"Ah, ah-ah, ah-ahh. Ah, ah-ah, ah-ahh."

"Ah, ah-ah, ah-ahh. Ah, ah-ah, ah-ahh."

* * *

 **(Working Title) Thomas & Equestria Girls 2: Tales From Sodor - Coming Soon!**


End file.
